UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C.DC  20549

 

FORM 10-Q

 

X

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLYQUARTERLY PERIOD ENDED DECEMBER 31, 2017.2018.

 

 

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO ________________.

 

Commission File No. 0-13375

 

LSI Industries Inc.

 

State of Incorporation - Ohio        IRS Employer I.D. No. 31-0888951

 

10000 Alliance Road

 

Cincinnati, Ohio  45242

 

(513) 793-3200

 

Indicate by checkmark whether the Registrant:registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YES    X     NO ____

 

Indicate by checkmark whether the Registrantregistrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

YES    X      NO ____

 

Indicate by checkmark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer [    ]  

 

Accelerated filer [ X ]                  Emerging growth company [    ]

 

Non-accelerated filer [    ] 

 

Smaller reporting company [    ]

 

If an emerging growth company, indicate by check mark if the Registrantregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by checkmark whether the Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ____  NO    X

 

As of January 27, 20182019 there were 25,574,45725,888,975 shares of the Registrant'sregistrant's common stock, no par value per share, outstanding.

 

 

 

  

 

LSI INDUSTRIES INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 20172018

 

INDEX

 

PART I.  Financial Information

  

Begins on Page

PART I.  Financial Information

  

  

  

  

  

  

  

ITEM 1.

Financial Statements (Unaudited)

  

  

  

  

  

  

  

  

  

Condensed Consolidated Statements of Operations

  

3

  

  

Condensed Consolidated Balance Sheets

  

4

  

  

Condensed Consolidated Statements of Cash Flows

  

6

  

  

  

  

  

  

  

Notes to Condensed Consolidated Financial Statements

  

7

  

  

  

  

  

  

ITEM 2.

Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

  

2417

  

  

  

  

  

  

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

  

3625

  

  

  

  

  

  

ITEM 4.

Controls and Procedures

  

3625

  

  

  

  

  

PART II.  Other Information

  

  

  

  

  

  

  

ITEM 1A.Risk Factors26

  

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

  

3626

  

  

  

  

  

  

ITEM 6.

Exhibits

  

3726

  

  

  

  

  

Signatures

 

3826

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

 

This Form 10-Q contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “may,” “will,” “should” or the negative versions of those words and similar expressions, and by the context in which they are used.  Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made.  Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties over which the Company may have no control.  These risks and uncertainties include, but are not limited to the following: the impact of competitive products and services,services; product demandand pricing demands, and market acceptance risks,risks; potential costs associated with litigation and regulatory compliance; the Company’s ability to develop, produce and market quality products that meet customers’ needs; additional restructuring costs or a failure to realize anticipated savings or benefits from past or future cost reduction actions; failure to realize all of the anticipated benefits from initiatives to increase our productivity, efficiency and cash flow and to reduce costs; inventory management decisions and sourcing practices; compliance with financial and other restrictive covenants in debt agreements; information technology security threats and computer crime; reliance on key customers,customers; financial difficulties experienced by customers,customers; the cyclical and seasonal nature of our business,business; the adequacy of reserves and allowances for doubtful accounts,accounts; fluctuations in operating results or costs whether as a result of uncertainties inherent in tax and accounting matters or otherwise,otherwise; failure of an acquisition or acquired company to achieve its plans or objectives generally; unexpected difficulties in integrating acquired businesses,businesses; the ability to retain key employees, including key employees of acquired businesses,businesses; unfavorable economic and market conditions,conditions; the results of asset impairment assessmentsassessments; the ability to maintain an effective system of internal control over financial reporting; the ability to remediate any material witnesses in internal control over financial reporting; and the other risk factors that are identified herein.  You are cautioned to not place undue reliance on these forward-looking statements.  In addition to the factors described in this paragraph, the risk factors identified in our Form 10-K and other filings the Company may make with the SEC constitute risks and uncertainties that may affect the financial performance of the Company and are incorporated herein by reference.  The Company does not undertake and hereby disclaims any duty to update any forward-looking statements to reflect subsequent events or circumstances.

 

Page 2

 

  

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

  

December 31

  

December 31

 

(In thousands, except per share data)

 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Net sales

 $92,305  $85,658  $179,771  $169,817 

Net sales

 $89,541  $92,305  $174,498  $179,771 
                                

Cost of products and services sold

  66,998   63,611   130,761   126,432   69,486   66,998   133,027   130,761 
                                

Restructuring costs

  --   640   --   1,143   376   --   531   -- 
                            

Severance costs

  23   --   23   -- 
            

Gross profit

  25,307   21,407   49,010   42,242   19,656   25,307   40,917   49,010 
                

Selling and administrative expenses

  19,148   20,677   37,475   41,194 
                

Impairment of goodwill

  20,165   --   20,165   28,000 
                

Transition and realignment costs

  120   --   120   -- 
                

Severance costs

  469   83   469   83 
                                

Restructuring costs

  --   57   --   210   25   --   25   -- 
                                

Impairment of goodwill

  --   --   28,000   -- 
                

Selling and administrative expenses

  20,760   18,532   41,277   38,148 
                

Operating income (loss)

  4,547   2,818   (20,267

)

  3,884 

Operating (loss) income

  (20,271

)

  4,547   (17,337

)

  (20,267

)

                                

Interest (income)

  (8

)

  (28

)

  (16

)

  (55

)

  (17

)

  (8

)

  (31

)

  (16

)

                                

Interest expense

  425   8   836   21   632   425   1,164   836 
                                

Income (loss) before income taxes

  4,130   2,838   (21,087

)

  3,918 

(Loss) income before income taxes

  (20,886

)

  4,130   (18,470

)

  (21,087

)

                                

Income tax expense (benefit)

  5,598   832   (3,990

)

  1,083 

Income tax (benefit) expense

 ��(5,104

)

  5,598   (4,437

)

  (3,990

)

                                

Net (loss) income

 $(1,468

)

 $2,006  $(17,097

)

 $2,835 

Net loss

 $(15,782

)

 $(1,468

)

 $(14,033

)

 $(17,097

)

                                
                                

(Loss) Earnings per common share (see Note 4)

                

Loss per common share (see Note 4)

                

Basic

 $(0.06

)

 $0.08  $(0.66

)

 $0.11  $(0.61

)

 $(0.06

)

 $(0.54

)

 $(0.66

)

Diluted

 $(0.06

)

 $0.08  $(0.66

)

 $0.11  $(0.61

)

 $(0.06

)

 $(0.54

)

 $(0.66

)

                                
                                

Weighted average common shares outstanding

                                

Basic

  25,858   25,314   25,824   25,294   26,083   25,858   26,058   25,824 

Diluted

  25,858   25,803   25,824   25,859   26,083   25,858   26,058   25,824 

 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.statements.

 

Page 3

 

  

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(In thousands, except shares)

 

December 31,

  

June 30,

  

December 31,

  

June 30,

 
 

2017

  

2017

  

2018

  

2018

 
                

ASSETS

                
                

Current Assets

                
                

Cash and cash equivalents

 $3,177  $3,039  $9,563  $3,178 
                

Accounts receivable, less allowance for doubtful accounts of $475 and $506, respectively

  59,740   48,880 

Accounts receivable, less allowance for doubtful accounts of $301 and $409, respectively

  56,430   50,609 
                

Inventories

  48,662   50,008   54,093   50,994 
                

Refundable income tax

  --   775 
        

Assets held for sale

  --   1,463 

Refundable income tax

  1,000   1,784 
                

Other current assets

  3,712   2,964   3,936   3,516 
                

Total current assets

  115,291   107,129   125,022   110,081 
                

Property, Plant and Equipment, at cost

                

Land

  6,469   6,429   6,770   6,470 

Buildings

  35,855   35,463   35,608   35,961 

Machinery and equipment

  82,152   78,804   77,865   77,108 

Construction in progress

  796   3,805   1,135   1,340 
  125,272   124,501   121,378   120,879 

Less accumulated depreciation

  (80,409

)

  (77,147

)

  (80,129

)

  (77,176

)

Net property, plant and equipment

  44,863   47,354   41,249   43,703 
                

Goodwill

  30,538   58,538   10,373   30,538 
                

Other Intangible Assets, net

  36,789   38,169   34,029   35,409 
                

Other Long-Term Assets, net

  10,893   5,490   14,405   9,786 
                

Total assets

 $238,374  $256,680  $225,078  $229,517 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

 

Page 4

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

December 31,

  

June 30,

  

December 31,

  

June 30,

 

(In thousands, except shares)

 

2017

  

2017

  

2018

  

2018

 
                

LIABILITIES & SHAREHOLDERS’ EQUITY

        

LIABILITIES & SHAREHOLDERS’ EQUITY

        
                

Current Liabilities

                

Accounts payable

 $16,828  $19,356  $26,679  $17,927 

Accrued expenses

  25,713   26,069   23,730   24,272 
                

Total current liabilities

  42,541   45,425   50,409   42,199 
                

Long-Term Debt

  52,149   49,698 

Long-Term Debt

  48,372   45,360 
                

Other Long-Term Liabilities

  1,356   1,479   1,972   2,707 
                

Commitments and Contingencies (Note 12)

  --   -- 

Commitments and Contingencies (Note 11)

  --   -- 
                

Shareholders’ Equity

        

Shareholders’ Equity

        

Preferred shares, without par value; Authorized 1,000,000 shares, none issued

  --   --   --   -- 

Common shares, without par value; Authorized 40,000,000 shares; Outstanding 25,562,003 and 24,429,223 shares, respectively

  122,170   120,259 

Common shares, without par value; Authorized 40,000,000 shares; Outstanding 25,861,114 and 25,641,913 shares, respectively

  125,200   124,104 

Treasury shares, without par value

  (1,561

)

  (2,110

)

Deferred compensation plan

  1,591   2,133 

Retained earnings

  20,158   39,819   (905

)

  15,124 
                

Total shareholders’ equity

  142,328   160,078 

Total shareholders’ equity

  124,325   139,251 
                

Total liabilities & shareholders’ equity

 $238,374  $256,680 

Total liabilities & shareholders’ equity

 $225,078  $229,517 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

   

Page 5

 

 

 

LSI INDUSTRIES INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

(In thousands)

 

Six Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

 
 

2017

  

2016

  

2018

  

2017

 

Cash Flows from Operating Activities

                

Net (loss) income

 $(17,097

)

 $2,835 

Net (loss)

 $(14,033

)

 $(17,097

)

Non-cash items included in net income

                

Depreciation and amortization

  5,124   3,605 

Depreciation and amortization

  5,235   5,124 

Deferred income taxes

  (5,667

)

  (962

)

  (4,701

)

  (5,667

)

Impairment of goodwill

  28,000   -- 

Deferred compensation plan

  (413

)

  237 

Impairment of goodwill

  20,165   28,000 

Deferred compensation plan

  196   224 

Stock compensation expense

  1,463   1,688   727   1,463 

Issuance of common shares as compensation

  156   228 

Loss (gain) on disposition of fixed assets

  (29

)

  53 

Fixed asset impairment and accelerated depreciation

  --   354 

Allowance for doubtful accounts

  115   205 

Inventory obsolescence reserve

  1,033   758 

Issuance of common shares as compensation

  180   156 

Gain on disposition of fixed assets

  (10

)

  (29

)

Allowance for doubtful accounts

  256   115 

Inventory obsolescence reserve

  2,043   1,033 
                

Changes in certain assets and liabilities:

                

Accounts receivable

  (10,975

)

  (2,771

)

Accounts receivable

  (1,142

)

  (10,975

)

Inventories

  313   979   (9,309

)

  313 

Refundable income taxes

  775   --   784   775 

Accounts payable

  (2,626

)

  (176

)

  8,704   (2,626

)

Accrued expenses and other

  (742

)

  (2,630

)

  (1,873

)

  (631

)

Customer prepayments

  (221

)

  216   406   (221

)

Net cash flows (used in) provided by operating activities

  (791

)

  4,619 

Net cash flows provided by (used in) operating activities

  7,628   (43

)

              

Cash Flows from Investing Activities

                

Purchases of property, plant and equipment

  (1,190

)

  (2,744

)

  (1,579

)

  (1,190

)

Proceeds from sale of fixed assets

  1,527   1   10   1,527 

Net cash flows provided by (used in) investing activities

  337   (2,743

)

Net cash flows (used in) provided by investing activities

  (1,569

)

  337 
                

Cash Flows from Financing Activities

                

Payments of long-term debt

  (48,553

)

  --   (52,066

)

  (48,553

)

Borrowings of long-term debt

  51,004   --   55,078   51,004 

Cash dividends paid

  (2,564

)

  (2,513

)

  (2,587

)

  (2,564

)

Exercise of stock options

  175   171   --   175 

Purchase of treasury shares

  (107

)

  (390

)

  --   (107

)

Acquisition of common stock for tax withholding related to share based compensation

  183   -- 

Issuance of treasury shares

  454   44 

Shares withheld for employee taxes

  (99

)

  (111

)

Net cash flows provided by (used in) financing activities

  592   (2,688

)

  326   (156

)

                

Increase (decrease) in cash and cash equivalents

  138   (812

)

Increase in cash and cash equivalents

  6,385   138 
                

Cash and cash equivalents at beginning of period

  3,039   33,835   3,178   3,039 
                

Cash and cash equivalents at end of period

 $3,177  $33,023  $9,563  $3,177 

 

 

 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

  

Page 6

 

 

LSI INDUSTRIES INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of December 31, 2017,2018, the results of its operations for the three and six month periods ended December 31, 20172018 and 2016,2017, and its cash flows for the six month periods ended December 31, 20172018 and 2016.2017. These statements should be read in conjunction with the financial statements and footnotes included in the fiscal 20172018 Annual Report on Form 10-K.  Financial information as of June 30, 20172018 has been derived from the Company’s audited consolidated financial statements.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Consolidation:

 

TheA summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements includeof the accountsCompany’s fiscal 2018 Annual Report on Form 10-K. Significant changes to our accounting policies as a result of LSI Industries Inc. (an Ohio corporation) and its subsidiaries (collectively, the “Company”adopting ASU-2014-09 “Revenue from Contracts with Customers” (Topic 606), all of which are wholly owned.  All intercompany transactions and balances have been eliminated in consolidation.discussed below.

 

Revenue Recognition:

 

RevenueThe Company recognizes revenue when it satisfies the performance obligation in its customer contracts or purchase orders. Most of the Company’s products have a single performance obligation which is recognizedsatisfied at a point in time when title to goods and risk of loss have passedcontrol is transferred to the customer, therecustomer. Control is persuasive evidencegenerally transferred at time of a purchase arrangement, delivery has occurred or services have been rendered, and collectability is reasonably assured. Sales are recorded net of estimated returns, rebates and discounts. Amounts received from customers prior to the recognition of revenue are accounted for as customer pre-payments and are included in accrued expenses.

The Company has multiple sources of revenue:  revenue from product sales; revenue from installation of products; service revenue generated from providing integrated design, project and construction management, site engineering and site permitting, and commissioning of lighting controls; revenue from the management of media content and digital hardware related to active digital signage; and revenue from shipping and handling.

Product revenue is recognized on product-only orders upon passing ofshipment when title and risk of loss, generally at time of shipment. In certain arrangementsownership passes to the customer. For customer contracts with customers, as ismultiple performance obligations, the caseCompany allocates the transaction price and any discounts to each performance obligation based on relative standalone selling prices. Payment terms are typically within 30 to 90 days from the shipping date, depending on our terms with the sale of some of our solid-state LED (light emitting diode) video screens, revenue is recognized upon customer acceptance of the video screen at the job site. Product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed.customer. The Company provides productoffers standard warranties and certain post-shipment service, support and maintenance of certain solid state LED video screens.that do not represent separate performance obligations.

 

Installation revenue is recognized whena separate performance obligation, except for our digital signage products. For digital signage products, installation is not a separate performance obligation as the products have been fully installed.product and installation is the combined item promised in digital signage contracts. The Company is not always responsible for installation of products it sells and has no post-installation responsibilities other than normalstandard warranties.

 

ServiceA number of the Company's products are highly customized. As a result, these customized products do not have an alternative use. For these products, the Company has a legal right to payment for performance to date and generally does not accept returns on these items. The measurement of performance is based upon cost plus a reasonable profit margin for work completed. Because there is no alternative use and there is a legal right to payment, the Company transfers control of the item as the item is being produced and therefore, recognizes revenue from integrated design, projectover time. The customized product types are as follows:

Customer specific print graphics branding

Electrical components based on customer specifications

Digital signage and related media content

The Company also offers installation services. Installation revenue is recognized over time as our customer simultaneously receives and construction management, and site permitting is recognized when all products at a customer site have been installed.consumes the benefits provided through the installation process.

 

Revenue from the management of media content and digital hardware related to active digital signage is recognized evenly over the service period with the customer. Media content service periods with most customers range from one month to one year.

Shipping and handling revenue coincides with the recognition of revenue from sale of the product.

In situations where the Company is responsible for re-imaging programs with multiple sites, each site is viewed as a separate unit of accounting and has stand-alone value to the customer. Revenue is recognized upon the Company’s complete performance at the location, which may include a site survey, graphics products, lightingFor these customized products and installation of products. The selling price assigned to each siteservices, revenue is recognized using a cost-based input method: recognizing revenue and gross profit as work is performed based upon an agreed upon priceon the relationship between the Companyactual cost incurred and its customer and reflects the total estimated selling pricecost for that site relative to the selling price for sites with similar image requirements.contract.

 

Page 7

 

 

The Company also evaluates the appropriatenessDisaggregation of revenue recognition in accordance with the accounting standards on software revenue recognition. Our solid-state LED video screens and active digital signage contain software elements which the Company has determined are incidental.

Credit and Collections:

The Company maintains allowances for doubtful accounts receivable for probable estimated losses resulting from either customer disputes or the inability of its customers to make required payments.  If the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against income.  The Company determines its allowance for doubtful accounts by first considering all known collectability problems of customers’ accounts, and then applying certain percentages against the various aging categories based on the due date of the remaining receivables.  The resulting allowance for doubtful accounts receivable is an estimate based upon the Company’s knowledge of its business and customer base, and historical trends.  Receivables deemed uncollectable are written-off against the allowance for doubtful accounts receivable after all reasonable collection efforts have been exhausted. The Company also establishes allowances, at the time revenue is recognized, for returns, discounts, pricing and other possible customer deductions.  These allowances are based upon historical trends.

The following table presents the Company’s net accounts receivable at the dates indicated.

(In thousands)

 

December 31,

  

June 30,

 
  

2017

  

2017

 
         

Accounts receivable

 $60,215  $49,386 

Less: Allowance for doubtful accounts

  (475

)

  (506

)

Accounts receivable, net

 $59,740  $48,880 

Cash and Cash Equivalents:

The cash balance includes cash and cash equivalents which have original maturities of less than three months. Cash and cash equivalents consist primarily of bank deposits and a bank money market account that is stated at cost, which approximates fair value. The Company maintains balances at financial institutions in the United States.  In the United States, the FDIC limit for insurance coverage on non-interest bearing accounts is $250,000.As of December 31, 2017 and June 30, 2017, the Company had bank balances of $4,827,512 and $4,488,000, respectively, without insurance coverage.

Inventories and Inventory Reserves:

Inventories are stated at the lower of cost or market.  Cost of inventories includes the cost of purchased raw materials and components, direct labor, as well as manufacturing overhead which is generally applied to inventory based on direct labor and on material content. Cost is determined on the first-in, first-out basis.Revenue

 

The Company maintains an inventory reserve disaggregates the revenue from contracts with customers by the timing of revenue recognition because the Company believes it best depicts the nature, amount, and timing of our revenue and cash flows. The table presents a reconciliation of the disaggregation by reportable segments.

  

Three Months Ended

  

Six Months Ended

 

(In thousands)

 

December 31

  

December 31

 
  

Lighting

Segment

  

Graphics

Segment

  

Lighting

Segment

  

Graphics

Segment

 

Timing of revenue recognition

                

Products and services transferred at a point in time

 $ 57,318  $14,758  $ 111,567  $ 32,452 

Products and services transferred over time

  6,336    11,129   13,519   16,960 
  $63,654  $25,887  $125,086  $49,412 
                 

Type of Product and Services

                

New technology products

 $56,271  $2,349  $107,576  $4,751 

Legacy products

  6,947   18,222   16,023   34,186 

Turnkey services and other

  436   5,316   1,487   10,475 
  $63,654  $25,887  $125,086  $49,412 

New technology products include LED lighting and controls, electronic circuit boards, and digital signage solutions. Legacy products include lighting fixtures utilizing light sources other than LED technology and printed two and three dimensional graphic products. Turnkey services and other includes installation services along with shipping and handling charges.

Practical Expedients and Exemptions

The Company’s contracts with customers have an expected duration of one year or less, as such the Company applies the practical expedient to expense sales commissions as incurred, and have omitted disclosures on the amount of remaining performance obligations.

Shipping costs that are not material in context of the delivery of products are expensed as incurred.

The Company’s accounts receivable balance represents the Company’s unconditional right to receive payment from its customers with contracts. Payments are generally due within 30 to 90 days of completion of the performance obligation and invoicing, therefore, payments do not contain significant financing components.

The Company collects sales tax and other taxes concurrent with revenue-producing activities which are excluded from revenue. Shipping and handling costs are treated as fulfillment activities and included in cost of products and services sold on the Consolidated Statements of Operations.

New Accounting Pronouncements:

On July 1, 2018, the Company adopted ASU 2014-09. “Revenue from Contracts with Customers,” (Topic 606) using the modified retrospective adoption method which requires a cumulative effect adjustment to the opening balance of retained earnings. This approach was applied to contracts that were not completed as of June 30, 2018. Results for obsoletereporting periods beginning July 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and excess inventory.continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net increase to beginning retained earnings of first$591,000 determines its obsolete inventory reserve by considering specific known obsolete items, and then by applying certain percentageson July 1, 2018 due to specific inventory categories based upon inventory turns. The Company uses various tools, in addition to inventory turns, to identify which inventory items have the potential to become obsolete. A combinationcumulative impact of financial modeling and qualitative input factors are used to establish excess and obsolete inventory reserves and management adjusts these reservesadopting Topic 606, as more information becomes available about the ultimate disposition of the inventory item.  described below.

(In thousands) 

Balance as of

June 30, 2018

  

Adjustments

  

Opening Balance as

of July 1, 2018

 

Assets:

            

Accounts receivable, net

 $50,609  $4,935  $55,544 

Inventories, net

 $50,994  $(4,167

)

 $46,827 

Other long-term assets, net

 $9,786  $(177

)

 $9,609 

Stockholders' Equity:

            

Retained earnings

 $15,124  $591  $15,715 

 

Page 8

 

Property, Plant and Equipment and Related Depreciation:

Property, plant and equipment are stated at cost.  Major additions and betterments are capitalized while maintenance and repairs are expensed.  For financial reporting purposes, depreciation is computed on the straight-line method over the estimated useful lives of the assets as follows:

Buildings (in years)

28-40

Machinery and equipment (in years)

3-10

Computer software (in years)

3-8

Costs related to the purchase, internal development, and implementation of the Company’s fully integrated enterprise resource planning/business operating software system are either capitalized or expensed.  Leasehold improvements are depreciated over the shorter of fifteen years or the remaining term of the lease.

The Company recorded $1,862,000 and $1,669,000 of depreciation expense in the second quarter of fiscal 2018 and 2017, respectively, and $3,744,000 and $3,397,000 of depreciation expense in the first half of fiscal 2018 and 2017, respectively.

Goodwill and Intangible Assets:

Intangible assets consisting of customer relationships, trade names and trademarks, patents, technology and software, and non-compete agreements are recorded on the Company's balance sheet.  The definite-lived intangible assets are being amortized to expense over periods ranging between seven and twenty years.  The Company evaluates definite-lived intangible assets for possible impairment when triggering events are identified. Neither indefinite-lived intangible assets nor the excess of cost over fair value of assets acquired ("goodwill") are amortized, however they are subject to review for impairment.  See additional information about goodwill and intangibles in Note 7.

Fair Value:

The Company has financial instruments consisting primarily of cash and cash equivalents, revolving lines of credit, accounts receivable, accounts payable, and on occasion, long-term debt.  The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.  The Company has no financial instruments with off-balance sheet risk.

Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwill and other intangible asset impairment analyses, long-lived asset impairment analyses, and in the purchase price of acquired companies (if any). The accounting guidance on fair value measurement was used to measure the fair value of these nonfinancial assets and nonfinancial liabilities.

Product Warranties:

The Company offers a limited warranty that its products are free from defects in workmanship and materials.  The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to ten years, from the date of shipment.  The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation.  The Company calculates its liability for warranty claims by applying estimates based upon historical claims as a percentage of sales to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues.  The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Page 9

Changes in the Company’s warranty liabilities, which are included in accrued expenses in the accompanying consolidated balance sheets, during the periods indicated below were as follows:

  

Six

  

Six

  

Fiscal

 
  

Months Ended

  

Months Ended

  

Year Ended

 

(In thousands)

 

December 31,

  

December 31,

  

June 30,

 
  

2017

  

2016

  

2017

 
             

Balance at beginning of the period

 $7,560  $5,069  $5,069 

Additions charged to expense

  2,394   2,243   4,956 

Addition from acquired company

  --   --   907 

Deductions for repairs and replacements

  (3,266

)

  (1,351

)

  (3,372

)

Balance at end of the period

 $6,688  $5,961  $7,560 

Research and Development Costs:

Research and development costs are directly attributable to new product development, including the development of new technology for both existing and new products, and consist of salaries, payroll taxes, employee benefits, materials, outside legal costs and filing fees related to obtaining patents, supplies, depreciation and other administrative costs. The Company expenses as research and development all costs associated with development of software used in solid-state LED products.  All costs are expensed as incurred and are included in selling and administrative expenses. Research and development costs related to both product and software development totaled $1,379,000 and $1,269,00 for the three months ended December 31, 2017 and 2016, respectively, and $2,941,000 and $2,670,000 for the six months ended December 31, 2017 and 2016, respectively.

Cost of Products and Services Sold:

Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacture of products, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity. Cost of services sold is primarily comprised of the internal and external labor costs required to support the Company’s service revenue along with the management of media content.

Earnings Per Common Share:

The computation of basic earnings per common share is based on the weighted average common shares outstanding for the period net of treasury shares held in the Company’s nonqualified deferred compensation plan.  The computation of diluted earnings per share is based on the weighted average common shares outstanding for the period and includes common share equivalents.  Common share equivalents include the dilutive effect of stock options, restricted stock units, contingently issuable shares and common shares to be issued under a deferred compensation plan, all of which totaled 756,000 and 787,000 shares for the three month ended December 31, 2017 and 2016, respectively, and 686,000 shares and 852,000 shares for the six months ended December 31, 2017 and 2016, respectively. See further discussion of earnings per share in Note 4.

Income Taxes:

The Company accounts for income taxes in accordance with the accounting guidance for income taxes.  Accordingly, deferred income taxes are provided on items that are reported as either income or expense in different time periods for financial reporting purposes than they are for income tax purposes.  Deferred income tax assets are reported on the Company’s balance sheet.  Significant management judgment is required in developing the Company’s income tax provision, including the estimation of taxable income and the effective income tax rates in the multiple taxing jurisdictions in which the Company operates, the estimation of the liability for uncertain income tax positions, the determination of deferred tax assets and liabilities, and any valuation allowances that might be required against deferred tax assets.

The Tax Cuts and Jobs Act was signed into law on December 22nd,2017 and makes numerous changes to the Internal Revenue Code. Among other changes, the Act reduces the US corporate income tax rate to 21% effective January 1, 2018. Because the Act became effective mid-way through the Company’s tax year, the Company will have a US statutory income tax rate of 27.7% for the fiscal 2018, and will have a 21% US statutory income tax rate for fiscal years thereafter. During the quarter ended December 31, 2017, the Company re-valued the deferred tax balances because of the change in US tax rate resulting in a one-time deferred tax expense of $4,676,578.

Page 10

New Accounting Pronouncements:

In June 2014, the Financial Accounting Standards Board issued ASU 2014-09,Revenue from Contracts with Customers.” This amended guidance supersedes and replaces all existing U.S. GAAP revenue recognition guidance. The guidance established a new revenue recognition model, changes the basis for deciding when revenue is recognized, provides new and more detailed guidance on specific revenue topics, and expands and improves disclosures about revenue.  In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers:  Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients.”  In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.”  These three standards clarify or improve guidance from ASU 2014-09 and are effective for fiscal and interim periods within those years, beginning after December 15, 2017, or the Company’s fiscal 2019. The Company currently plans to adopt the new revenue guidance for the fiscal year beginning July 1, 2018 using the modified retrospective approach. The Company is reviewing accounting policies and evaluating disclosures in the financial statements related to the new standard. The Company is also assessing potential changes to the business processes, internal controls, and information systems related to the adoption of the new standard.  While the Company is currently assessing the impact of the new standard, the Company’s revenue is primarily generated from the sale of finished products to customers.  Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks, and rewards transfer.  The recognition of revenue from most product sales is largely unaffected by the new standard.  However, with respect to certain product sales requiring installation, revenue is currently not recognized until the installation is complete.  While the Company does not expect this new guidance to have a material impact on the amount of overall sales recognized, the timing of recognition of revenues from sales on certain projects may be affected. Our initial conclusions may change as we finalize our assessment and select a transition method during the next six months.

 

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, “Leases.” The amended guidance requires an entity to recognize assets and liabilities that arise from leases. The amended guidance is effective for financial statements issued for fiscal years and interim periods within those years, beginning after December 15, 2018, or the Company’sCompany’s fiscal year 2020, with early adoption permitted. The Company has not yet determinedan implementation team tasked with reviewing our lease obligations and determining the impact of the amended guidance will have onnew standard to its financial statements.

In March 2016, the Financial Accounting Standards Board issued ASU 2016-09,Improvements to Employee Share-Based Payment Accounting.” This amended guidance simplifies several aspectsThe implementation team has completed a qualitative assessment of the accounting for share-based payment award transactions. The amended guidanceCompany’s active leases and is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2016, or the Company’s fiscal 2018. We adopted this standard on July 1, 2017 and recognized excess tax benefits of $87,354compiling related data in income tax expense during the six months ended December 31, 2017. The amount may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates. Prior to July 1, 2017, excess tax benefits were recognized in additional paid-in capital. Additionally, excess tax benefits are now included in net cash flows provided by operating activities rather than net cash flows provided by financing activities in the Company’s Consolidated Statement of Cash Flows. The treatment of forfeitures has not changed, as the Company is electing to continue the current process of estimating forfeiture at the time of grant.a central repository. The Company had no unrecognized excess tax benefits from prior periodswill continue to record uponevaluate the adoption of this ASU.

In January 2017, the Financial Accounting Standards Board issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which simplifies the testing for goodwill impairment by eliminating a previously required step. The standard is effective fornew standard’s impact to its financial statements issued for fiscal years beginning after December 15, 2019, or the Company’s fiscal 2021. Early adoption of the accounting standard is permitted, and the Company elected to adopt this standard early. (See Footnote 7)

Comprehensive Income:

The Company does not have any comprehensive income items other than net income.statements.  

 

Subsequent Events:

 

The Company has evaluated subsequent events for potential recognition and disclosure through the date the consolidated financial statements were filed.No items were identified during this evaluation that required adjustment to or disclosure in the accompanying consolidated financial statements.

Page 11

Use of Estimates:statements other than noted below.

  

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requiresOn January 16, 2019, the Company appointed Michael C. Beck as the Company’s Senior Vice President - Operations. Mr. Beck entered into an Employment Offer Letter as of January 11, 2019 which provides that his employment with the Company shall begin on February 11, 2019. The Employment Offer Letter also defines his compensation and benefit package.

Reclassifications:

Certain prior year amounts have been reclassified to make estimatesconform to the current year presentation within the cash flows from operating activities section and assumptions that affectcash flows from financing activities section of the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.statement of cash flows. These reclassifications have no impact on net income or earnings per share.

 

 

NOTE 3 - SEGMENT REPORTING INFORMATION

 

The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. In the first quarter of fiscal 2018, the Company merged its Technology Segment with the Lighting Segment to be in alignment with the financial information received by the Chief Executive Officer and how the business is managed. The Company’s two operating segments are Lighting and Graphics, each of which has a president who is responsible for that business and reportswith one executive team under the new organizational structure reporting directly to the CODM.CODM with responsibilities for managing each segment. Corporate and Eliminations, which captures the Company’s corporate administrative activities, is also reported in the segment information.

 

The Lighting Segment includes outdoor and indoor lighting utilizing both traditional and LED light sources that have been fabricated and assembled for the commercial/industrial market, theCompany’s markets, primarily petroleum / convenience stores, automotive dealerships, quick-service restaurants, grocery and pharmacy store, market,and retail/national accounts. The Company also addresses lighting product customers through the automotive dealership market, the quick service restaurant market, along with other markets the Company serves.commercial industrial, stock and flow, and renovation channels. The Lighting Segment also includes the design, engineering, and manufacturing of electronic circuit boards, assemblies and sub-assemblies used to manufacture certain LED light fixtures and sold directly to customers.

 

The Graphics Segment designs, manufactures and installs exterior and interior visual image elements such as traditional graphics, interior branding, electrical and architectural signage, active digital signage along with the management of media content related to digital signage, LED video screens, and menu board systems that are either digital or traditional by design. These products are used in visual image programs in several markets including, but not limited to the petroleum / convenience store market, multi-site retail operations, banking, and restaurants. The Graphics Segment implements, installs and provides program management services related to products sold by the Graphics Segment and by the Lighting Segment.

 

The Company’sCompany’s corporate administration activities are reported in the Corporate and Eliminations line item.  These activities primarily include intercompany profit in inventory eliminations, expense related to certain corporate officers and support staff, the Company’s internal audit staff, expense related to the Company’s Board of Directors, stock optionequity compensation expense for optionsvarious equity awards granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes.

 

There was no concentration of consolidatedconsolidated net sales in the three and six months ended December 31, 20172018 or 2016.2017.  There was no concentration of accounts receivable at December 31, 20172018 or June 30, 2017.2018.

 

Page 129

 

 

Summarized financial information for the Company’sCompany’s operating segments is provided for the indicated periods and as of December 31, 20172018 and December 31, 2016:2017:

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Six Months Ended

 

(In thousands)

 

December 31

  

December 31

  

December 31

  

December 31

 
 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 

Net Sales:

                                

Lighting Segment

 $69,174  $65,076  $137,602  $130,341  $63,654  $69,174  $125,086  $137,602 

Graphics Segment

  23,131   20,582   42,169   39,476   25,887   23,131   49,412   42,169 
 $92,305  $85,658  $179,771  $169,817  $89,541  $92,305  $174,498  $179,771 
                

Operating Income (Loss):

                

Operating (Loss) Income:

                

Lighting Segment

 $5,275  $3,761  $(17,655

)

 $6,852  $(18,452

)

 $5,275  $(14,602

)

 $(17,655

)

Graphics Segment

  2,255   1,174   3,731   2,191   861   2,255   3,248   3,731 

Corporate and Eliminations

  (2,983

)

  (2,117

)

  (6,343

)

  (5,159

)

  (2,680

)

  (2,983

)

  (5,983

)

  (6,343

)

 $4,547  $2,818  $(20,267

)

 $3,884 
                 $(20,271

)

 $4,547  $(17,337

)

 $(20,267

)

Capital Expenditures:

                                

Lighting Segment

 $499  $205  $760  $1,301  $588  $499  $864  $760 

Graphics Segment

  157   459   339   825   249   157   515   339 

Corporate and Eliminations

  36   120   91   618   94   36   200   91 
 $692  $784  $1,190  $2,744  $931  $692  $1,579  $1,190 
                

Depreciation and Amortization:

                                

Lighting Segment

 $1,885  $1,115  $3,786  $2,307  $1,952  $1,885  $3,942  $3,786 

Graphics Segment

  384   376   763   736   397   384   792   763 

Corporate and Eliminations

  283   279   575   562   243   283   501   575 
 $2,552  $1,770  $5,124  $3,605  $2,592  $2,552  $5,235  $5,124 

 

 

December 31,

2017

  

June 30,

2017

  

December 31,

2018

  

June 30,

2018

 

Identifiable Assets:

                

Lighting Segment

 $182,680  $214,070  $152,586  $172,799 

Graphics Segment

  39,394   33,144   46,878   39,881 

Corporate and Eliminations

  16,300   9,466   25,614   16,837 
 $238,374  $256,680  $225,078  $229,517 

 

The segment net sales reported above represent sales to external customers.  Segment operating income, which is used in management’s evaluation of segment performance, represents net sales less all operating expenses. Identifiable assets are those assets used by each segment in its operations.

 

The Company records a 10% mark-up on intersegment revenues. Any intersegment profit in inventory is eliminated in consolidation. Intersegment revenues were eliminated in consolidation as follows:

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

  

December 31

  

December 31

 

(In thousands)

 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Lighting Segment inter-segment net sales

 $992  $700  $1,707  $1,453  $870  $992  $1,279  $1,707 
                                

Graphics Segment inter-segment net sales

 $1,040  $680  $1,071  $812  $44  $1,040  $75  $1,071 

 

The Company’sCompany’s operations are located solely within the United States.North America. As a result, the geographic distribution of the Company’s net sales and long-lived assets originate within the United States.North America.

 

Page 1310

 

 

 

NOTE 4 - EARNINGS PER COMMON SHARE

 

The following table presents the amounts used to compute basic and diluted earnings per common share, as well as the effect of dilutive potential common shares on weighted average shares outstanding (in thousands, except per share data):

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

  

December 31

  

December 31

 
 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

BASIC EARNINGS PER SHARE

                                
                                

Net (loss) income

 $(1,468

)

 $2,006  $(17,097

)

 $2,835 

Net (loss)

 $(15,782

)

 $(1,468

)

 $(14,033

)

 $(17,097

)

                                

Weighted average shares outstanding during the period, net of treasury shares (a)

  25,551   25,016   25,528   25,007   25,838   25,551   25,795   25,528 

Weighted average vested restricted stock units outstanding

  63   37   52   37   33   63   43   52 

Weighted average shares outstanding in the Deferred Compensation Plan during the period

  244   261   244   250   212   244   220   244 

Weighted average shares outstanding

  25,858   25,314   25,824   25,294   26,083   25,858   26,058   25,824 
                                

Basic (loss) earnings per share

 $(0.06

)

 $0.08  $(0.66

)

 $0.11 

Basic loss per share

 $(0.61

)

 $(0.06

)

 $(0.54

)

 $(0.66

)

                                

DILUTED EARNINGS PER SHARE

                                
                                

Net (loss) income

 $(1,468

)

 $2,006  $(17,097

)

 $2,835 

Net (loss)

 $(15,782

)

 $(1,468

)

 $(14,033

)

 $(17,097

)

                                

Weighted average shares outstanding

                                
                                

Basic

  25,858   25,314   25,824   25,294   26,083   25,858   26,058   25,824 
                                

Effect of dilutive securities (b):

                                

Impact of common shares to be issued under stock option plans, and contingently issuable shares, if any

  --   489   --   565   --   --   --   -- 
                                

Weighted average shares outstanding (c)

  25,858   25,803   25,824   25,859   26,083   25,858   26,058   25,824 
                                

Diluted (loss) earnings per share

 $(0.06

)

 $0.08  $(0.66

)

 $0.11 

Diluted (loss) per share

 $(0.61

)

 $(0.06

)

 $(0.54

)

 $(0.66

)

 

 

(a)

Includes shares accounted for like treasury stock.

 

 

(b)

Calculated using the “Treasury Stock” method as if dilutive securities were exercised and the funds were used to purchase common shares at the average market price during the period.

 

 

(c)

Options to purchase 3,569,7623,536,732 common shares and 1,682,2703,569,762 common shares for the three months ended December 31, 2017 2018 and 2016, respectively, and options to purchase 3,549,705 common shares and 1,626,770 common shares for the six months ended December 31, 2017,and 2016, respectively, were not included in the computation of the three month and six month period for diluted earningsloss per share respectively, because the exercise price was greater than the average fair market value of the common shares. Additionally, options to purchase 3,356,101 common shares and 3,549,705 common shares for the six months ended at December 31, 2018 and 2017, respectively, were not included in the computation of the six month diluted loss per share because the exercise price was greater than the average fair market value of the common shares. For the three and six months ended and the six months ended in December 31, 2018 and December 31, 2017, the effect of dilutive securities was not included in the calculation of diluted earnings (loss)loss per share because there was a net operating loss for the period.

 

Page 1411

 

 

 

NOTE 5 - INVENTORIES

 

The following information is provided as of the dates indicated:

 

 

December 31,

  

June 30,

 ��

December 31,

  

June 30,

 

(In thousands)

 

2017

  

2017

  

2018

  

2018

 
                

Inventories:

                

Raw materials

 $31,156  $32,421  $33,467  $31,795 

Work-in-process

  2,772   3,527   2,116   3,833 

Finished goods

  14,734   14,060   18,510   15,366 

Total Inventories

 $48,662  $50,008  $54,093  $50,994 

 

 

NOTE 6 - ACCRUED EXPENSES

 

The following information is provided as of the dates indicated:

 

December 31,

  

June 30,

  

December 31,

  

June 30,

 

(In thousands)

 

2017

  

2017

  

2018

  

2018

 
                

Accrued Expenses:

                

Compensation and benefits

 $8,667  $9,759  $6,842  $9,394 

Customer prepayments

  840   1,061   1,476   1,070 

Accrued sales commissions

  2,214   2,314   1,702   2,274 

Accrued warranty

  6,688   7,560   7,136   6,876 

Other accrued expenses

  7,304   5,375   6,574   4,658 

Total Accrued Expenses

 $25,713  $26,069  $23,730  $24,272 

 

 

NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

 

CarryingThe carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment.  The Company may first assess qualitative factors in order to determine if goodwill and indefinite-lived intangible assets are impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill and indefinite-lived assets are not impaired, no further testing is required. If it is determined more likely than not that goodwill and indefinite-lived assets are impaired, or if the Company elects not to first assess qualitative factors, the Company’sCompany’s impairment testing continues with the estimation of the fair value of goodwill and indefinite-lived intangible assetsthe reporting unit using a combination of a market approach and an income (discounted cash flow) approach, at the reporting unit level.  The estimation of the fair value of goodwill and intangible assetsreporting unit requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate.  The estimates of the fair value of reporting units are based on the best information available as of the date of the assessment.  The fair value measurements of the reporting units are based on significant inputs not observable in the market and thus represent Level 3 measurements as defined by ASC 820 “Fair Value Measurements.”  The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.  Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests.  Indicators such as adverse business conditions, economic factors and technological change or competitive activities may signal that an asset has become impaired.

 

The Company identified its reporting units in conjunction with its annual goodwill impairment testing. The Company has a total of three reporting units that contain goodwill. There are two reporting units within the Lighting Segment and one reporting unit within the Graphics Segment. One reporting unit previously reported in the Technology Segment has been transferred to the Lighting Segment as a result of the merge of the Technology Segment with the Lighting Segment (See Note 3). The Company relies upon a number of factors, judgments and estimates when conducting its impairment testing including, but not limited to, the Company’s stock price, operating results, forecasts, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and judgments in applying them to the analysis of goodwill impairment.

 

A sustained and significant decline in the Company’s stock price in the firstsecond quarter of fiscal 20182019 led management to believe that a triggering event occurred and that an interim goodwill impairment test was required for one of the reporting units in the Lighting Segment that contains goodwill, as of September 30, 2017.December 31, 2018. Because the Company elected to early adopt In accordance with ASU 2017-04, “Simplifying the Test for Goodwill Impairment”,Impairment,” which was adopted in a prior period, the requirement to perform step 2 in the impairment test was not required. The result of the impairment test on the reporting unit in the Lighting Segment indicated that goodwill was impaired by $28,000,000.20,165,000.

Page 15

 

The following table presents information about the Company's goodwill on the dates or for the periods indicated:indicated:

 

Goodwill

                        

(In thousands)

 

Lighting

  

Graphics

      

Lighting

  

Graphics

     
 

Segment

  

Segment

  

Total

  

Segment

  

Segment

  

Total

 

Balance as of June 30, 2017

            

Balance as of June 30, 2018

            

Goodwill

 $94,564  $28,690  $123,254  $94,564  $28,690  $123,254 

Accumulated impairment losses

  (37,191

)

  (27,525

)

  (64,716

)

  (65,191

)

  (27,525

)

  (92,716

)

Goodwill, net as of June 30, 2017

 $57,373  $1,165  $58,538 

Goodwill, net as of June 30, 2018

 $29,373  $1,165  $30,538 
                     

Goodwill Impairment

  (28,000

)

  --   (28,000

)

 $(20,165

)

 $--  $(20,165

)

                        

Balance as of December 31, 2017

            

Balance as of December 31, 2018

            

Goodwill

 $94,564   28,690   123,254  $94,564  $28,690  $123,254 

Accumulated impairment losses

  (65,191

)

  (27,525

)

  (92,716

)

  (85,356

)

  (27,525

)

  (112,881

)

Goodwill, net as of December 31, 2017

 $29,373  $1,165  $30,538 

Goodwill, net as of December 31, 2018

 $9,208  $1,165  $10,373 

Page 12

 

The following table presents the gross carrying amount and accumulated amortization by each major other intangible asset class is as follows:class:

 

 

December 31, 2017

  

December 31, 2018

 

Other Intangible Assets

 

Gross

          

Gross

         

(In thousands)

 

Carrying

  

Accumulated

  

Net

  

Carrying

  

Accumulated

  

Net

 
 

Amount

  

Amortization

  

Amount

  

Amount

  

Amortization

  

Amount

 

Amortized Intangible Assets

                        

Customer relationships

 $35,563  $8,982  $26,581  $35,563  $11,040  $24,523 

Patents

  338   201   137   338   231   107 

LED technology firmware, software

  16,066   11,521   4,545   16,066   12,083   3,983 

Trade name

  2,658   554   2,104   2,658   664   1,994 

Non-compete agreements

  710   710   -- 
            

Total Amortized Intangible Assets

  55,335   21,968   33,367   54,625   24,018   30,607 
                        

Indefinite-lived Intangible Assets

                        

Trademarks and trade names

  3,422   --   3,422   3,422   --   3,422 

Total Indefinite-lived Intangible Assets

  3,422   --   3,422   3,422   --   3,422 

Total Other Intangible Assets

 $58,757  $21,968  $36,789  $58,047  $24,018  $34,029 

 

  

June 30, 2017

 

Other Intangible Assets

 

Gross

         
  

Carrying

  

Accumulated

  

Net

 

(In thousands)

 

Amount

  

Amortization

  

Amount

 

Amortized Intangible Assets

            

Customer relationships

 $35,563  $7,956  $27,607 

Patents

  338   186   152 

LED technology firmware, software

  16,066   11,237   4,829 

Trade name

  2,658   499   2,159 

Non-compete agreements

  710   710   - 

Total Amortized Intangible Assets

  55,335   20,588   34,747 
             

Indefinite-lived Intangible Assets

            

Trademarks and trade names

  3,422   --   3,422 

Total Indefinite-lived Intangible Assets

  3,422   --   3,422 
             

Total Other Intangible Assets

 $58,757  $20,588  $38,169 

Page 16

(In thousands)

 

Amortization Expense of

Other Intangible Assets

 
  

 

December 31, 2017

  

December 31, 2016

 
         

Three Months Ended

 $690  $101 

Six Months Ended

 $1,380  $208 
  

June 30, 2018

 

Other Intangible Assets

 

Gross

         
(In thousands) 

Carrying

  

Accumulated

  

Net

 

 

 

Amount

  

Amortization

  

Amount

 

Amortized Intangible Assets

            

Customer relationships

 $35,563  $10,011  $25,552 

Patents

  338   217   121 

LED technology firmware, software

  16,066   11,801   4,265 

Trade name

  2,658   609   2,049 

Total Amortized Intangible Assets

  54,625   22,638   31,987 
             

Indefinite-lived Intangible Assets

            

Trademarks and trade names

  3,422   --   3,422 

Total Indefinite-lived Intangible Assets

  3,422   --   3,422 
             

Total Other Intangible Assets

 $58,047  $22,638  $35,409 

 

The Company expects to record annualAmortization expense for intangible assets was $689,000 and $690,000 for the three months ended December 31, 2018 and 2017, respectively, and $1,380 and $1,380 for the six months ended December 31, 2018 and 2017, respectively. Future amortization expense as follows:(in thousands) associated with these intangible assets is expected to be $2,761 in 2019,$2,687 in 2020,$2,682 in 2021,$2,460 in 2022,$2,412 in 2023, and $18,985 after 2023.

(In thousands)    
     

2018

 $2,760 

2019

 $2,760 

2020

 $2,687 

2021

 $2,682 

2022

 $2,461 

After 2022

 $21,397 

 

 

NOTE 8 - REVOLVING LINE OF CREDIT

 

In February 2017, 2017the Company amended its secured line of credit to a $100 million facility. The line of credit expires in the third quarter of fiscal 2022. Interest on the revolving line of credit is charged based upon an increment over the LIBOR rate as periodically determined, or at the bank’s base lending rate, at the Company’s option.  The increment over the LIBOR borrowing rate, as periodically determined, fluctuates between 125 and 250 basis points depending upon the ratio of indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the line of credit agreement. The increment over LIBOR borrowing rate will remain atbe 175200 basis points for the next twelvethird months.quarter. The fee on the unused balance of the $100 million committed line of credit is 1520 basis points.  Under the terms of this line of credit, the Company has agreed to a negative pledge of real estate assets and is required to comply with financial covenants that limit the ratio of indebtedness to EBITDA and require a minimum fixed charge coverage ratio. As of December 31, 2017,2018, there was $52.148.4 million borrowed against the line of credit, and $47.951.6 million was available as of that date. Based on the terms of the line of credit and the maturity date, the debt has been classified as long term.

Page 13

 

The Company is in compliance with all of its loan covenants as of December 31, 20172018..

 

 

NOTE 9 - CASH DIVIDENDS

 

The Company paid cash dividends of $2,564,0002,587,000 and $2,513,0002,564,000 in the six months ended December 31, 20172018 and 2016,2017, respectively. Dividends on restricted stock units in the amount of $38,46334,631 and $19,82638,463 were accrued as of December 31, 20172018 and 2016,2017, respectively. These dividends will be paid upon the vesting of the restricted stock units when shares are issued to the award recipients. In January 2018,2019, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 13, 201812, 2019 to shareholders of record as of February 5, 2018.4, 2019. The indicated annual cash dividend rate is $0.20 per share.

 

 

NOTE 10- EQUITY COMPENSATION-

Stock Based Compensation

The Company’s equity compensation plan, the 2012 Stock Incentive Plan (“the 2012 Plan”), was approved by shareholders in November 2012. The 2012 Plan covers all of its full-time employees, outside directors and certain advisors and replaced all previous equity compensation plans. In November 2016, the Company’s shareholders approved an amendment to the 2012 Plan that added 1,600,000 shares to the plan and implemented the use of a fungible share ratio that consumes 2.5 available shares for every 1 full value share awarded by the Company as stock compensation. The 2012 Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted and unrestricted stock awards, and other stock awards. Stock option grants or stock awards made pursuant to the 2012 Plan are granted at fair market value at the date of option grant or stock award.  

Page 17

Stock option grants may be service-based or performance-based. Service-based options granted during fiscal 2017 and prior fiscal years generally have a four year ratable vesting period beginning one year after the date of grant. Service-based options granted during fiscal 2018 have a three year ratable vesting period beginning one year after the date of grant. Performance-based options have a three year ratable vesting period beginning one year after the date of grant. The maximum exercise period of stock options granted under the 2012 Plan is ten years.  If a stock option holder’s employment with the Company terminates by reason of death, disability or retirement, as defined in the Plan, the Plan generally provides for acceleration of vesting.  

The number of shares reserved for issuance under the 2012 Plan is 1,453,356 shares, all of which were available for future grant or award as of December 31, 2017.   Service-based and performance-based stock options were granted and restricted stock units (“RSUs”) were awarded during the six months ended December 31, 2017. As of December 31, 2017, a total of 3,448,677 stock options were outstanding under the 2012 Plan (as well as one previous stock option plan which was also approved by shareholders), of which, a total of 1,527,651 stock options were vested and exercisable.  As of December 31, 2017, the approximate unvested stock option expense that will be recorded as expense in future periods is $2,563,987.  The weighted average time over which this expense will be recorded is approximately 24 months. Additionally, as of December 31, 2017, a total of 187,150 RSUs were outstanding. The approximate unvested stock compensation expense that will be recorded as expense in future periods for the RSUs is $775,144. The weighted average time over which this expense will be recorded is approximately 30 months.

Stock Options

The fair value of each option on the date of grant was estimated using the Black-Scholes option pricing model. The below listed weighted average assumptions were used for grants in the periods indicated.

  

Three Months Ended

  

Six Months Ended

 
  

December 31

  

December 31

 
  

2017

  

2016

  

2017

  

2016

 
                 

Dividend yield

  3.06%  2.07%  3.35%  1.81%

Expected volatility

  41%  41%  41%  43%

Risk-free interest rate

  1.94%  2.06%  1.77%  1.00%

Expected life (in years)

 

6.0

  

6.0

  

6.0

  

6.0

 

At December 31, 2017, the 794,537 options granted during the firstsix months of fiscal 2018 to employees had exercise prices ranging from $5.92 to $6.54 per share, fair values ranging from of $1.71 to $1.96 per share, and remaining contractual lives of between 9.5 and 10 years.

At December 31, 2016, the 834,320 options granted during the firstsix months of fiscal 2017 to employees had exercise prices ranging from $9.65 to $11.06 per share, fair values ranging from of $3.29 to $3.83 per share, and remaining contractual lives of between 9.5 and 10 years.

The Company calculates stock option expense using the Black-Scholes model.  Stock option expense is recorded on a straight line basis, or sooner if the grantee is retirement eligible as defined in the 2012 Stock Incentive Plan, with an estimated 8.54% forfeiture rate effective October 1, 2017. Previous estimated forfeiture rates were between 2.0% and 8.3% between the periods January 1, 2013 through September 30, 2017. The expected volatility of the Company’s stock was calculated based upon the historic monthly fluctuation in stock price for a period approximating the expected life of option grants.  The risk-free interest rate is the rate of a five year Treasury security at constant, fixed maturity on the approximate date of the stock option grant.  The expected life of outstanding options is determined to be less than the contractual term for a period equal to the aggregate group of option holders’ estimated weighted average time within which options will be exercised.  It is the Company’s policy that when stock options are exercised, new common shares shall be issued.  

The Company recorded $367,920 of expense in the three months ended December 31, 2017 and recorded a reduction of expense of $142,434 in the three months ended December 31, 2016, related to stock options. The reduction of stock option expense in the three months ended December 31, 2016 was the result of expectations that the performance criteria related to incentive based options will not be met. The Company recorded $1,125,728 and $1,296,009 of expense related to stock options in the six months ended December 31, 2017 and 2016, respectively.  As of December 31, 2017, the Company had 3,344,138 stock options that were vested and that were expected to vest, with a weighted average exercise price of $8.13 per share, an aggregate intrinsic value of $905,309 and weighted average remaining contractual terms of 7.4 years.

Page 18

Information related to all stock options for the six months ended December 31, 2017 and 2016 is shown in the following tables:

  

Six Months Ended December 31, 2017

 
      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
      

Exercise

  

Remaining

  

Intrinsic

 
  

Shares

  

Price

  

Contractual Term (in years)

  

Value

 
                 

Outstanding at 6/30/17

  3,119,688  $9.12   7.4  $2,332,224 
                 

Granted

  794,537  $5.98         

Forfeitures

  (438,609

)

 $11.62         

Exercised

  (26,939

)

 $6.49         
                 

Outstanding at 12/31/17

  3,448,677  $8.10   7.4  $971,344 
                 

Exercisable at 12/31/17

  1,527,651  $8.14   5.7  $218,246 

  

Six Months Ended December 31, 2016

 
      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
      

Exercise

  

Remaining

  

Intrinsic

 
  

Shares

  

Price

  

Contractual Term (in years)

  

Value

 
                 

Outstanding at 6/30/16

  2,976,490  $8.97   6.6  $8,338,974 
                 

Granted

  834,320  $11.05         

Forfeitures

  (147,375

)

 $16.03         

Exercised

  (38,063

)

 $7.75         
                 

Outstanding at 12/31/16

  3,625,372  $9.18   7.1  $4,648,729 
                 

Exercisable at 12/31/16

  1,700,025  $8.73   5.1  $3,216,899 

The following table presents information related to unvested stock options:


  Shares  

Weighted-Average

Grant Date

Fair Value

 
         

Unvested at June 30, 2017

  1,842,127  $3.52 

Granted

  794,537  $1.73 

Vested

  (513,504) $3.49 

Forfeited

  (202,134) $3.46 

Unvested at December 31, 2017

  1,921,026  $2.79 

The weighted average grant date fair value of options granted during the six month periods ended December 31, 2017 and 2016 was $1.73 and $3.83, respectively. The aggregate intrinsic value of options exercised during the six months ended December 31, 2017 and 2016 was $22,079 and $99,883, respectively. The aggregate grant date fair value of options that vested during the six months ended December 31, 2017 and 2016 was $1,793,086 and $1,779,490, respectively. The Company received $174,965 and $295,030 of cash from employees who exercised options in the six month periods ended December 31, 2017 and 2016, respectively. In the firstsix months of fiscal 2018 the Company recorded a $83,608 reduction of the federal income tax payable, $559,474 as an increase in common stock, $87,354 as a reduction of income tax expense, and $170,462 as a reduction of the deferred tax assets. In the firstsix months of fiscal 2017 the Company recorded $95,443 as a reduction of federal income taxes payable, $124,056 as a decrease in common stock, $22,073 as a reduction of income tax expense, and $197,427 as a reduction of the deferred tax asset related to the issuance of RSUs and the exercises of stock options in which the employees sold the common shares prior to the passage of twelve months from the date of exercise.    

Page 19

Restricted Stock Units

A total of 91,490 RSUs with a fair value of $5.92 per share were awarded to employees during the six months ended December 31, 2017. The service-based RSUs awarded during fiscal 2018 have a three year ratable vesting period beginning one year after the date of award. A total of 71,700 RSUs with a fair value of $11.06 per share were awarded to employees during the six months ended December 31, 2016. The service-based RSUs awarded during fiscal 2017 and in prior fiscal years have a four year ratable vesting period beginning one year after the date of award. The Company determined the fair value of the awards based on the closing price of the Company stock on the date the RSUs were awarded. The RSUs have a four year ratable vesting period. The RSUs are non-voting, but accrue cash dividends at the same per share rate as those cash dividends declared and paid on LSI’s common stock. Dividends on RSUs in the amount of $38,463 and $19,826 were accrued as of December 31, 2017 and 2016, respectively. Accrued dividends are paid to the holder upon vesting of the RSUs and issuance of shares.

The following table presents information related to RSUs:

  Shares  

Weighted-Average

Grant Date

Fair Value

 
         

Unvested at June 30, 2017

  133,335  $10.38 

Awarded

  91,490  $5.92 

Shares Issued

  (30,675) $10.30 

Shares Forfeited

  (7,000) $10.46 

Unvested at December 31, 2017

  187,150  $8.21 

As of December 31, 2017, the 187,150 RSUs had a remaining contractual life of between 2.5 and 3.5 years. Of the 187,150 RSUs outstanding as of December 31, 2017, 176,073 RSUs are vested or expected to vest in the future. An estimated forfeiture rate of 8.5% was used in the calculation of expense related to the RSUs. The Company recorded $81,895 and $337,310 of expense related to RSUs in the three and six month periods ended December 31, 2017, respectively.

As of December 31, 2016, the 118,575 RSUs had a remaining contractual life of between 2.5 and 3.5 years. Of the 118,575 RSUs outstanding as of December 31, 2016, 114,531 RSUs are vested or expected to vest in the future. An estimated forfeiture rate of 3.4% was used in the calculation of expense related to the RSUs. The Company recorded $89,896 and $392,197 of expense related to RSUs in the three and six month periods ended December 31, 2016, respectively.

Director and Employee Stock Compensation Awards

The Company awarded a total of 19,920 and 21,199 common shares in the six months ended December 31, 2017 and 2016, respectively, as stock compensation awards. These common shares were valued at their approximate $155,974 and $228,000 fair market values based on their stock price at dates of issuance multiplied by the number of common shares awarded, respectively, pursuant to the compensation programs for non-employee directors who receive a portion of their compensation as an award of Company stock and for employees who received a nominal recognition award in the form of Company stock. Stock compensation awards are made in the form of newly issued common shares of the Company.

Page 20

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan providing for both Company contributions and participant deferrals of compensation. This plan is fully funded in a Rabbi Trust. All plan investments are in common shares of the Company. As of December 31, 2017 there were 38 participants, all with fully vested account balances. A total of 245,732 common shares with a cost of $2,187,811, and 257,898 common shares with a cost of $2,456,875 were held in the plan as of December 31, 2017 and June 30,2017, respectively, and, accordingly, have been recorded as treasury shares. The change in the number of shares held by this plan is the net result of share purchases and sales on the open stock market for compensation deferred into the plan; shares newly issued for compensation deferred into the plan, and for distributions to terminated employees. The Company issued 42,280 new common shares for purposes of the non-qualified deferred compensation plan as of December 31, 2017 and the company did not issue new common shares for plan in fiscal 2017. The Company used approximately $106,537 and $390,288 to purchase 15,225 and 39,487 common shares of the Company in the open stock market during the six months ended December 31, 2017 and 2016, respectively, for either employee salary deferrals or Company contributions into the non-qualified deferred compensation plan.

The Company’s non-qualified deferred compensation is no longer funded by purchases in the open market of LSI stock as of September 30, 2017. This plan is now solely funded by newly issued shares that are authorized from the Company’s 2012 Stock Incentive Plan.

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

 

(In thousands)

 

Six Months Ended

December 31

  

Six Months Ended

December 31

 
 

2017

  

2016

  

2018

  

2017

 

Cash payments:

                

Interest

 $767  $21  $1,133  $767 

Income taxes

 $1,232  $2,381  $3  $1,232 
                

Non-cash investing and finance activities:

                

Issuance of common shares as compensation

 $156  $228  $180  $156 

Issuance of common shares to fund deferred compensation plan

 $261  $--  $190  $261 

 

 

NOTE 121 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to various negotiations, customer bankruptcies, and legal proceedings arising in the normal course of business. The Company provides reserves for these matters when a loss is probable and reasonably estimable. The Company does not disclose a range of potential loss because the likelihood of such a loss is remote. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’sCompany’s financial position, results of operations, cash flows or liquidity.

 

The Company may occasionally issue a standby letter of credit in favor of thirdthird parties. As of December 31, 2017,2018, there were no standby letter of credit agreements.

 

 

NOTE 132 – SEVERANCE COSTS

 

The Company recorded severance expense of $83,000492,000 and $173,00083,000 in the six months ended December 31, 20172018 and 2016,2017, respectively. This severance expense was related to reductions in staffing not related to plant restructuring. See further discussion of restructuring expenses in Note 14.13.

 

The activity in the Company’sCompany’s accrued severance liability is as follows for the periods indicated:

 

 

Six

  

Six

  

Fiscal

  

Six

  

Six

  

Fiscal

 
 

Months Ended

  

Months Ended

  

Year Ended

  

Months Ended

  

Months Ended

  

Year Ended

 

(In thousands)

 

December 31,

  

December 31,

  

June 30,

  

December 31,

  

December 31,

  

June 30,

 
 

2017

  

2016

  

2017

  

2018

  

2017

  

2018

 
                        

Balance at beginning of the period

 $235  $39  $39  $1,772  $235  $235 

Accrual of expense

  83   173   523   492   83   1,900 

Payments

  (218

)

  (205

)

  (313

)

  (549

)

  (218

)

  (363

)

Adjustments

  (14

)

  --   (14

)

  --   (14

)

  -- 

Balance at end of the period

 $86  $7  $235  $1,715  $86  $1,772 

Of the total $1,715,000 severance reserve reported as of December 31, 2018, $869,000 has been classified as a current liability and will be paid out over the next twelve months. The remaining $846,000 has been classified as a long-term liability.

Page 14

 

 

NOTE 143 – RESTRUCTURING COSTS

 

On September 22, 2016, October 29, 2018, the Company announced plans to close its lighting facility in Kansas City, Kansas.New Windsor, New York. The decision was based uponclosure is part of ongoing actions to align the market shift away from fluorescent andCompany’s supply chain to more cost effectively serve the changing requirements of the lighting market. The Company will move production to its other technologies and the rapid movement to LED lighting which is produced at other LSIexisting facilities. The closure will allow the Company expects to continueimprove utilization of existing manufacturing capacity, and will generate annual savings of approximately $4.0 million. The Company will record an estimated range of restructuring costs of $0.8 million to meet$1.5 million mostly over the demand for products containing fluorescent light sources as long as these products are commercially viable. All operations atnext two quarters and up until the Kansas Citytime the facility ceased prioris ultimately sold.  The transfer of production is expected to be completed by June 30, 2019. As of December 31, 2016. Fiscal 20172018, the Company has incurred restructuring costs of $401,000 related to the closure of the Kansas City facility were $944,000. There have been no restructuring costs in fiscal 2018. These costs primarilyNew Windsor facility. The Company also incurred $919,000 of expense to write-down inventory which is not included employee-related costs (primarily severance), the impairment of manufacturing equipment, plant shut down costs, costs related to the preparation of the facility for sale, legal costs, and other related costs. In addition, there was also an inventory write-down of $485,000 recorded in fiscal 2017. The write-down was related to inventory that was previously realizable until the decision in the tables below.

In the first quarter of fiscal 2017 to close2019, management approved the Kanas City plant due to the planned curtailmentclosure of the manufacturingits 12,000 square foot leased facility in Hawthorne, California. The facility was used as a warehouse and for light assembly of fluorescent light fixtures. The Company ownedhas moved the facility in Kansas City and realized a $1,361,000 gain when the facility was sold.

Page 21

The Company also announced the consolidation of the Beaverton, Oregon facility into other LSI facilities. The light assembly to its Blue Ash, Ohio facility. The restructuring charges consist primarily of products intransportation costs to move inventory to Blue Ash, the Beaverton facility was movedimpairment of equipment, costs to restore the Company’s Columbus, Ohioleased facility, and administration and engineering functions were moved toseverance benefits. As of December 31, 2018, the Company’s Cincinnati, Ohio facility. This consolidation was completed September 30, 2016. As a resultCompany has incurred restructuring costs of this consolidation, restructuring charges of $377,000 were recorded in fiscal 2017, with the majority of this representing the costs$155,000 related to the remaining periodclosure of the facility’s leaseHawthorne facility. The Company also incurred $148,000 of expense to write-down inventory which is a re-valuation of the previous estimate and severance costs for employees who formerly workedwhich is not included in the Beaverton facility. There were no restructuring charges in fiscal 2018.

In November 2016, the Company announced the consolidation of the Woonsocket, Rhode Island manufacturing operation into its North Canton, Ohio operation. The manufacturing operations in Woonsocket ceased prior to December 31, 2016. The Company owned the facility in Woonsocket and realized a small gain when the facility was sold in September 2017. Total restructuring costs related to the consolidation of the Woonsocket facility were $452,000 in fiscal 2017. These costs primarily include employee-related costs (severance), plant shut down costs, costs related to the preparation of the facility for sale, legal costs, and other related costs. There have been no restructuring charges in fiscal 2018.

Management does not expect any significant restructuring charges for fiscal 2018. All previously announced restructuring projects were completed in fiscal 2017 and all restructuring charges were recorded in fiscal 2017.tables below.

 

The following table presents information about restructuring costs for the periods indicated:

 

 

Three

  

Six Months

  

Three

  

Six Months

  

Three

  

Six Months

  

Three

  

Six Months

 
 

Months Ended

  

Ended

  

Months Ended

  

Ended

  

Months Ended

  

Ended

  

Months Ended

  

Ended

 

(In thousands)

 

December 31,

  

December 31,

  

December 31,

  

December 31,

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 
 

2017

  

2017

  

2016

  

2016

  

2018

  

2018

  

2017

  

2017

 
                                

Severance and other termination benefits

 $--  $--  $526  $691  $202  $221  $--  $-- 

Lease obligation

  --   --   --   213 

Facility repairs

  7   47   --   -- 

Impairment of fixed assets and accelerated depreciation

  --   --   80   353   185   228   --   -- 

Other

  --   --   91   96 

Other restructuring costs

  7   60   --   -- 

Total

 $--  $--  $697  $1,353  $401  $556  $--  $-- 

 

The following table presents restructuring costs incurred by line item in the consolidated statement of operations in which the costs are included:

 

  

Three Months Ended

  

Six Months Ended

 

(In thousands)

 

December 31

  

December 31

 
  

2016

  

2016

 
         

Cost of Goods Sold

 $640  $1,143 

Operating Expenses

  57   210 

Total

 $697  $1,353 

Page 22

  

Three Months Ended

  

Six Months Ended

 

(In thousands)

 

December 31

  

December 31

 
  

2018

  

2018

 
         

Cost of Goods Sold

 $376  $531 

Operating Expenses

  25   25 

Total

 $401  $556 

 

The following table presents information about restructuring costs by segment for the periods indicated:

  

Three

  

Six Months

  

Three

  

Six Months

 
  

Months Ended

  

Ended

  

Months Ended

  

Ended

 

(In thousands)

 

December 31,

  

December 31,

  

December 31,

  

December 31,

 
  

2017

  

2017

  

2016

  

2016

 
                 

Lighting Segment

 $--  $--  $476  $1,021 

Graphics Segment

  --   --   221   221 

Corporate and Eliminations

  --   --   --   111 

Total

 $--  $--  $697  $1,353 

The above tables exclude the gain on the sale of the Kansas City and Woonsocket facilities. Additionally, the above tables do not include expense of $400,000632,000 and $1,067,000 recorded during the firstthree quarter of fiscalmonths ended and during the 2017six months ended December 31, 2018, respectively,related to the write-down of inventory included as cost of sales as part of the Kansas City facility closure.closures.

Page 15

 

The following table presents a roll forward of the beginningbeginning and ending liability balances related to the restructuring costs:

 

(In thousands)

                                        
 

Balance as of

June 30,

2017

  

Restructuring

Expense

  

Payments

  

Adjustments

  

Balance as of

December 31,

2017

  

Balance as of

June 30,

2018

  

Restructuring

Expense

  

Payments

  

Adjustments

  

Balance as of

December 31,

2018

 
                                        

Severance and termination benefits

 $--  $--  $--  $--  $--  $--  $221  $(21

)

 $--  $200 

Lease obligation

  85   --   (85

)

  --   -- 

Other

  --   --   --   --   -- 

Facility Repairs

  --   47   (8

)

  --   39 

Other restructuring costs

  --   60   (52

)

  --   8 

Total

 $85  $--  $(85

)

 $--  $--  $--  $328  $(81

)

 $--  $247 

 

The above table does not include fixed asset impairment and accelerated depreciation expense of $228,000 recorded in the firstsix months of fiscal 2019.

 

Refer to Note 1312 for information regarding additional severance expenses that are not included in the restructuring costs identified in this footnote.

 

 

NOTE 1514– INCOME TAXES

 

The Company's effective income tax rate is based on expected income, statutory rates and tax planning opportunities available in the various jurisdictions in which it operates. For interim financial reporting, the Company estimates the annual income tax rate based on projected taxable income for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate. The Company refines the estimates of the year's taxable income on a periodic basis as new information becomes available, including actual year-to-date financial results. This continual estimation process often results in a change to the expected effective income tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected income tax rate. Significant judgment is required in determining the effective tax rate and in evaluating tax positions. In the second quarter of fiscal 2019, a deferred tax asset of $4.8 million was created as a result of the impairment of goodwill in the Lighting reporting unit. In the first quarter of fiscal 2018, a deferred tax asset of $10.7 million was created as a result of the impairment of goodwill in the Lighting reporting unit.

 

The Tax Cuts and Jobs Act (the “Act”) was signed into law onin December 2017 22nd,2017and makes numerous changes to the Internal Revenue Code. Among other changes, the Act reduces the USU.S. corporate income tax rate to 21% effective January 1, 2018. Because the Act became effective mid-way through the Company’sCompany’s fiscal 2018 tax year, the Company will havehad a USU.S. statutory income tax rate of 27.7%34% forin thefirst quarter of fiscal 2018, before the new tax law was enacted, and will have a 21% USU.S statutory income tax rate for fiscal years thereafter. During the quarter ended December 31, 2017, the Company re-valued the deferred tax balances because of the change in US tax rate resulting in a one-time deferred tax expense of $4,676,578.2019 The Company revised its full year projected effective tax rate to incorporate the fiscal 2018 statutory rate of 27.7%. The Company completed its accounting for the income tax effects of the Act during the quarter.and after.

  

Three Months Ended

  

Six Months Ended

 
  

December 31

  

December 31

 
  

2018

  

2017

  

2018

  

2017

 

Reconciliation to effective tax rate:

                
                 

Provision for income taxes at the anticipated annual tax rate

  23.0

%

  28.9

%

  23.0

%

  28.9

%

Enactment of tax law changes

  --   111.2   --   (22.2

)

Uncertain tax positions

  0.8   (4.8

)

  0.8   0.5 

Difference between deferred and current tax rate related to the impairment of goodwill

  0.6   --   0.7   12.1 

Tax impact related to share based compensation

  --   0.3   (0.5

)

  (0.4

)

Effective tax rate

  24.4

%

  135.6

%

  24.0

%

  18.9

%

 

Page 2316

 

 

  

Three Months Ended

  

Six Months Ended

 
  

December 31

  

December 31

 
  

2017

  

2016

  

2017

  

2016

 

Reconciliation to effective tax rate:

                
                 

Provision for income taxes at the anticipated annual tax rate

  28.9

%

  30.4

%

  28.9

%

  30.8

%

Enactment of tax law changes

  111.2   --   (22.2

)

  -- 

Uncertain tax positions

  (4.8

)

  (0.6

)

  0.5   (0.8

)

Difference between deferred and current tax rate related to the impairment of goodwill

  --   --   12.1   -- 

Other

  --   --   --   (1.8

)

Tax impact related to share based compensation

  0.3   (0.5

)

  (0.4

)

  (0.6

)

Effective tax rate

  135.6

%

  29.3

%

  18.9

%

  27.6

%

 

ITEM 2. MANAGEMENT’SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Company’s condensed consolidated financial statements, accompanying notes and the “Safe Harbor” Statement, each as appearing earlier in this report, should be referred to in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Net Sales by Business Segment

                                

(In thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

  

December 31

  

December 31

 
 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Lighting Segment

 $69,174  $65,076  $137,602  $130,341  $63,654  $69,174  $125,086  $137,602 

Graphics Segment

  23,131   20,582   42,169   39,476   25,887   23,131   49,412   42,169 
 $92,305  $85,658  $179,771  $169,817  $89,541  $92,305  $174,498  $179,771 

 

 

Operating Income (Loss) by Business Segment

                

Operating (Loss) Income by Business Segment

                

(In thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

  

December 31

  

December 31

 
 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Lighting Segment

 $5,275  $3,761  $(17,655

)

 $6,852  $(18,452

)

 $5,275  $(14,602

)

 $(17,655

)

Graphics Segment

  2,255   1,174   3,731   2,191   861   2,255   3,248   3,731 

Corporate and Eliminations

  (2,983

)

  (2,117

)

  (6,343

)

  (5,159

)

  (2,680

)

  (2,983

)

  (5,983

)

  (6,343

)

 $4,547  $2,818  $(20,267

)

 $3,884  $(20,271

)

 $4,547  $(17,337

)

 $(20,267

)

 

Summary Comments

 

Fiscal 2018We are in the business of designing, manufacturing and marketing lighting, graphics and technology solutions for both indoor and outdoor applications. Historically, sales of our products have been subject to cyclical variations caused by competitive pressures that affect selling prices, changes in general economic conditions, and other factors. Our operating results in the fiscal 2019 second quarter reflect the continued softness and competitiveness in both our project and stock and flow markets, a shift in focus to pursue higher value-add customer opportunities, a mix of new larger customers, a shift in product mix, and pricing below prior year levels for the quarter driven by select price moves in key vertical markets and meeting specific competitive levels. This combination of factors resulted in lower gross margins and operating earnings compared to prior year. The cyclical nature of our business could continue to adversely affect our liquidity and financial results.

Fiscal 2019 second quarter net sales of $92,305,000 increased $6.6$89,541,000 decreased $2.8 million or 7.8%3% as compared to second quarter fiscal 20172018 net sales of $85,658,000.$92,305,000. Net sales were favorably influenced by increased net sales of the LightingGraphics Segment (up $4.1$2.8 million or 6.3%12%) and increasedmore than offset by decreased net sales of the GraphicsLighting Segment (up $2.5(down $5.5 million or 12.4%8%). Comparable fiscal 2018 net sales excluding net sales from Atlas Lighting Products, Inc. (“Atlas”) decreased by $7.3 million or 8.5% compared to fiscal 2017 net sales. The Company acquired Atlas on February 21, 2017.     

 

Fiscal 2018Fiscal 2019 first half net sales of $179,771,000 increased $10$174,498,000 decreased $5.3 million or 5.9%3% as compared to first half fiscal 20172018 net sales of $169,817,000.$179,771,000. Net sales were favorably influenced by increased net sales of the LightingGraphics Segment (up $7.3$7.2 million or 5.5%17%) and increasedmore than offset by decreased net sales of the GraphicsLighting Segment (up $2.7(down $12.5 million or 6.8%9%). Comparable fiscal 2018 net sales excluding net sales from Atlas decreased by $15.0 million or 8.8% compared to fiscal 2017 net sales.

Page 24

 

Fiscal 20182019 second quarter operating incomeloss of $4,547,000 increased $1.7$(20.3) million or 61.4%represents a $24.8 million change from operating income of $2,818,000$4.6 million in the second quarter of fiscal 2017.2018. The increase$24.8 million change from operating income in fiscal 2018 to an operating loss in fiscal 2019 was mostly the result of a pre-tax $20.2 million goodwill impairment charge in the Lighting Segment in the second quarter of fiscal 2019. Adjusted fiscal 2019 second quarter operating income of $1.5 million decreased $3.1 million or 66% from adjusted fiscal 2018 operating income of $4.6 million. Refer to “Non-GAAP Financial Measures” below. The decrease in adjusted operating income was the net result of increaseddecreased net sales increasedand decreased gross profit and increased gross profit asslightly offset by a percentage of sales, and an increasedecrease in selling and administrative expenses. The Company also recorded restructuring costs of $697,000 in the second quarter of fiscal 2017 with no corresponding cost in fiscal 2018.

 

Fiscal 20182019 first half operating loss of $(20,267,000)$(17.3) million represents a $24.2$2.9 million changeimprovement from an operating incomeloss of $3,884,000$(20.3) million in the first half of fiscal 2017. The change from operating income2018. Both fiscal years recorded goodwill impairment charges in the Lighting Segment. There was a $20.2 million goodwill impairment charge in fiscal 2017 to an operating loss in fiscal 2018 is primarily the result of2019 and a $28 million goodwill impairment charge in the first quarter of fiscal 2018. Also contributing to the year-over-year change inAdjusted first half fiscal 2019 operating income isof $5.1 million decreased $2.8 million or 35% from adjusted fiscal 2018 operating income of $7.8 million. Refer to “Non-GAAP Financial Measures” below. The decrease in adjusted operating income was the net result of increaseddecreased net sales increasedand decreased gross profit and increased gross profit asslightly offset by a percentage of sales, and an increasedecrease in selling and administrative expenses. The Company also recorded restructuring costs of $1,753,000 inAlso contributing to the first half of fiscal 2017 with no corresponding costperiod-over-period results is a one-time adjustment to the Company’s paid-time-off policy in fiscal 2018.2019 which resulted in a favorable pre-tax adjustment to earnings of $1.2 million.    

Page 17

 

Non-GAAP Financial Measures

 

The Company believes it is appropriate to evaluate its performance after making adjustments to the as-reported U.S. GAAP operating income, net income, and earnings per share. Adjusted operating income, net income and earnings per share, which exclude the impact of a goodwill impairment, a tax charge related to the revaluation of deferred tax assets,severance costs, transition and re-alignment costs, and restructuring and plant closure costs, and other severance costs, are non-GAAP financial measures. We believe that these adjusted supplemental measures are useful in assessing the operating performance of our business. These supplemental measures are used by our management, including our chief operating decision maker, to evaluate business results. We exclude these items because they are not representative of the ongoing results of operations of our business. Below is a reconciliation of these non-GAAP measures to operating income, net income, and earnings per share for the periods indicated.

 

(in thousands, unaudited)

 

Second Quarter

 
  

FY 2018

  

FY 2017

 

Reconciliation of operating income to adjusted operating income:

        
         

Operating income as reported

 $4,547  $2,818 
         

Adjustment for restructuring and plant closure costs

  --   697 
         

Adjustment for other severance costs

  83   28 
         

Adjusted operating income

 $4,630  $3,543 

(in thousands, unaudited)

 

Second Quarter

 
  

FY 2019

  

FY 2018

 

Reconciliation of operating (loss) income to adjusted operating income:

        
         

Operating (loss) income as reported

 $(20,271

)

 $4,547 
         

Adjustment for goodwill impairment

  20,165   -- 
         

Adjustment for severance cost

  492   83 
         

Adjustment for transition and re-alignment costs

  120   -- 
         

Adjustment for restructuring, plant closure costs, and related inventory write-downs

  1,033   -- 
         

Adjusted operating income

 $1,539  $4,630 

 

 

(in thousands, except per share data; unaudited)

 

Second Quarter

 

 

Second Quarter

 

     

Diluted

      

Diluted

 

 

FY 2019

 

 

Diluted

EPS

 

FY 2018

 

 

Diluted

EPS

 

Reconciliation of net loss to adjusted net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FY 2018

  

EPS

  

FY 2017

  

EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of net income (loss) to adjusted net income:

                

Net (loss) and (loss) per share as reported

 

$

(15,782

)

 

$

(0.61

)

 

$

(1,468

)

 

$

(0.06

)

                

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) and earnings (loss) per share as reported

 $(1,468) $(0.06) $2,006  $0.08 

Adjustment for goodwill impairment, inclusive of the income tax effect

 

 

15,361

(1) 

 

 

0.60

 

 

--

 

 

 

--

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Adjustment for severance costs, inclusive of the income tax effect

  

385

(2) 

  

0.01

  

59

(5) 

  

--

 
               

Adjustment for transition and re-alignment costs, inclusive of the income tax effect

  

94

(3) 

  

--

  

--

   

--

 
                               

Tax impact from the reduction of the deferred tax assets

  4,676   0.18   --   --   

--

   

--

  

4,676

   

0.18

 
                               

Adjustment for restructuring and plant closure costs, inclusive of the income tax effect

  --   --   448(1)  0.02 
                

Adjustment for severance costs, inclusive of the income tax effect

  59(3)  --   23(2)  -- 

Adjustment for restructuring, plant closure costs, and related inventory write-downs inclusive of the income tax effect

 

 

817

(4) 

 

 

0.03

 

 

--

 

 

 

--

 

                

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income and earnings per share

 $3,267  $0.12  $2,477  $0.10 

 

$

875

 

 

$

0.03

 

$

3,267

 

 

$

0.12

 

 

The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates re-computed after considering non-GAAP adjustments for the periods indicated. The income tax effects were as follows (in thousands):

 

(1) 2494,804

(2) 5107

(3) 26

(4) 216

(5) 24

 

Page 2518

 

 

(in thousands, unaudited)

 

First Half

  

First Half

 
 

FY 2018

  

FY 2017

  

FY 2019

  

FY 2018

 

Reconciliation of operating income (loss) to adjusted operating income:

        

Reconciliation of operating loss to adjusted operating income:

        
                

Operating income (loss) as reported

 $(20,267) $3,884 

Operating (loss) as reported

 $(17,337

)

 $(20,267

)

                

Adjustment for goodwill impairment

  28,000   --   20,165   28,000 
                

Adjustment for severance cost

  492   83 
        

Adjustment for transition and re-alignment costs

  120   -- 
        

Adjustment for restructuring, plant closure costs, and related inventory write-downs

  --   1,753   1,623   -- 
                

Adjustment for other severance costs

  83   173 
        

Adjusted operating income

 $7,816  $5,810  $5,063  $7,816 

 

 

(in thousands, except per share data; unaudited)

 

First Half

 
      

Diluted

      

Diluted

 
  

FY 2018

  

EPS

  

FY 2017

  

EPS

 

Reconciliation of net income (loss) to adjusted net income:

                
                 

Net income (loss) and earnings (loss) per share as reported

 $(17,097) $(0.66) $2,835  $0.11 
                 

Adjustment for goodwill impairment, inclusive of the income tax effect

  17,361(4)  0.67         
                 

Tax impact from the reduction of the deferred tax assets

  4,676   0.18   --   -- 
                 

Adjustment for restructuring and plant closure costs, inclusive of the income tax effect

  --   --   1,143(1)  0.04 
                 

Adjustment for other severance costs, inclusive of the income tax effect

  59(3)  --   120(2)  -- 
                 

Adjusted net income and earnings per share

 $5,001  $0.19  $4,098  $0.16 

The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates re-computed after considering non-GAAP adjustments for the periods indicated. The income tax effects were as follows (in thousands):

(1) 610

(2) 53

(3) 24

(4) 10,639

(in thousands, except per share data; unaudited)

 

First Half

 

 

 

FY 2019

 

 

Diluted

EPS

 

 

FY 2018

 

 

Diluted

EPS

 

Reconciliation of net loss to adjusted net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) and (loss) per share as reported

 

$

(14,033

)

 

$

(0.54

)

 

$

(17,097

)

 

$

(0.66

)

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for goodwill impairment, inclusive of the income tax effect

 

 

15,361

(1) 

 

 

0.60

 

 

 

17,361

(5) 

 

 

0.67

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for severance costs, inclusive of the income tax effect

  

385

(2) 

  

0.01

   

59

(6) 

  

--

 
                 

Adjustment for transition and re-alignment costs, inclusive of the income tax effect

  

94

(3) 

  

--

   

--

   

--

 
                 

Tax impact from the reduction of the deferred tax assets

  

--

   

--

   

4,676

   

0.18

 
                 

Adjustment for restructuring, plant closure costs, and related inventory write-downs inclusive of the income tax effect

 

 

1,271

(4) 

 

 

0.05

 

 

 

--

 

 

 

--

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income and earnings per share

 

$

3,078

 

 

$

0.12

 

 

$

5,001

 

 

$

0.19

 

 

The reconciliation of reported net income and earnings per share to adjusted net income and earnings per share may not agree due to rounding differences and due to the difference between basic and dilutive weighted average shares outstanding in the computation of earnings per share.share

The income tax effects of the adjustments in the tables above were calculated using the estimated U.S. effective income tax rates for the periods indicated. The income tax effects were as follows (in thousands):

(1) 4,804

(2) 107

(3) 26

(4) 352

(5) 10,639

(6) 24

 

Page 2619

 

 

Results of Operations

 

THREE MONTHS ENDED DECEMBER 31, 20172018 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 20162017

 

Lighting Segment

(In thousands)

 

Three Months Ended

 
  

December 31

 
  

2017

  

2016

 
         

Net Sales

 $69,174  $65,076 

Gross Profit

 $19,259  $16,493 

Operating Income

 $5,275  $3,761 

(In thousands)

 

Three Months Ended

 
  

December 31

 
  

2018

  

2017

 
         

Net Sales

 $63,654  $69,174 

Gross Profit

 $4,742  $19,259 

Operating (Loss) Income

 $(18,452) $5,275 

 

Lighting Segment net sales of $69,174,000$63,654,000 in the second quarter of fiscal 2018 increased 6.3%2019 decreased 8% from fiscal 20172018 same period net sales of $65,076,000. Comparable fiscal 2018 net$69,174,000. The 8% drop in sales excluding net sales from Atlas decreased by $9.8 million or 15.1% from fiscal 2017 second quarter sales. The Lighting Segment’s net salesis attributed to continued softness and competitiveness in the Company’s project and stock and flow markets.

Gross profit of light fixtures having solid-state LED technology totaled $57.7 million$14,742,000 in the second quarter of fiscal 2018, representing an $11.62019 decreased $4.5 million or 25.1% increase from fiscal 2017 second quarter net sales of solid-state LED light fixtures of $46.1 million. Light fixtures having solid-state LED technology represent 91.7% of total lighting product net sales in the second quarter of fiscal 2018 compared to 78.2% of total lighting product net sales in the second quarter of fiscal 2017. Total lighting product net sales excludes sales related to installation and shipping and handling.  There was a reduction in the Company’s traditional lighting sales (metal halide and fluorescent light sources) from fiscal 2017 to fiscal 2018 as customers continue to convert from traditional lighting to light fixtures having solid-state LED technology.

Lighting Segment total net sales of solid-state LED technology in light fixtures have been recorded as indicated in the table below.

  

LED Net Sales

 

(In thousands)

 

FY 2018

  

FY 2017

  

% Change

 
             

First Quarter

 $52,956  $43,146   22.7%

Second Quarter

  57,726   46,137   25.1%

First Half

  110,682   89,283   24.0%

Third Quarter

      44,946     

Nine Months

      134,229     

Fourth Quarter

      52,303     

Full Year

     $186,532     

Gross profit of $19,259,000 in the second quarter of fiscal 2018 increased $2.8 million or 16.8%23% from the same period of fiscal 2017,2018, and increaseddecreased from 25.1%27.4% to 27.4%22.8% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The Company incurred restructuring and plant closure costs that were recorded in cost of sales related to the closure of the Kansas City, Kansas manufacturingits New Windsor, New York facility of $429,000$1,008,000 in fiscal 2019 with no comparable costs in fiscal 2018. The remaining increasedecrease in amount of gross profit is due to the net effect of improved product mix, netreduced sales from Atlas for which there were no comparable sales in fiscal 2017,volume, competitive pricing pressures, and inflationary pressures of certain commodities, partially offset by manufacturing efficiencies as a result of the Company’s lean initiatives, continued inflationary pressures in certain commodities, competitive pricing pressures, continued softness in the lighting industry, and cost savings related to the closure of the Kansas City manufacturing facility.initiatives.

 

Selling and administrative expenses of $13,984,000$33,194,000 in the second quarter of fiscal 2018year 2019 increased $1.3$19.2 million or 9.9% from the same period of fiscal 2017, primarily as the net result of acquiring Atlas. Our comparable2018 selling and administrative expenses excluding Atlas decreased 16.2%of $13,984,000, primarily due to the $20.2 million goodwill impairment charge in the second quarter of fiscal 20182019. When the goodwill impairment charge is removed from the same period of fiscal 2017.2019 results, there was a $1.0 million or 7% reduction in selling and administrative expenses. The more notable quarter-over-quarter changes impacting the $1.3 million increasereduction in selling and administrative expenses are increased employee compensation and benefits expense ($0.8 million), decreasedis mostly driven by lower commission expense ($1.1 million), and increased amortization expense ($0.6 million).due to lower sales volume.

 

The Lighting Segment second quarter fiscal 20182019 operating loss of $(18,452,000) decreased $23.7 million from operating income of $5,275,000 increased $1.5 million or 40.3% from operating income of $3,761,000 in the same period of fiscal 2017. The $1.52018 primarily due to a $20.2 million increase in operating income waspre-tax goodwill impairment charge. When the net resultimpact of increased net sales, an increase in gross profitthe goodwill charge and gross profit as a percentage of sales, increased selling and administrative expenses,the restructuring and plant closure costs of $1,033,000 ($1,008,000 in cost of sales and $25,000 in selling and administrative expenses) are removed from the fiscal 2017 with no comparable expenses2019 results, fiscal 2019 adjusted operating income of $2,929,000 was $2.3 million lower than fiscal 2018 adjusted operating income of $5,275,000. The reduction in fiscal 2018.sales volume and gross profit was partially offset by lower selling and administrative expenses.

Page 27

 

Graphics Segment

(In thousands)

 

Three Months Ended

 
  

December 31

 
  

2017

  

2016

 
         

Net Sales

 $23,131  $20,582 

Gross Profit

 $6,046  $4,918 

Operating Income

 $2,255  $1,174 

(In thousands)

 

Three Months Ended

 
  

December 31

 
  

2018

  

2017

 
         

Net Sales

 $25,887  $23,131 

Gross Profit

 $4,927  $6,046 

Operating Income

 $861  $2,255 

 

Graphics Segment net sales of $23,131,000$25,887,000 in the second quarter of fiscal 20182019 increased $2.5$2.8 million or 12.4%12% from fiscal 20172018 same period net sales of $20,582,000. Sales$23,131,000. Most of the increase in sales is from growth in sales to the Retail and QSR markets increasedPetroleum market.

Gross profit of $4,927,000 in the second quarter of fiscal 2018 compared the second quarter of fiscal 2017, followed by a modest increase in sales to the Petroleum market.

Gross profit of $6,046,000 in the second quarter of fiscal 2018 increased2019 decreased $1.1 million or 23.0%19% from the same period of fiscal 2017.2018. Gross profit as a percentage of segment net sales (customer plus inter-segment net sales) increaseddecreased from 23.1%25% in the second quarter of fiscal 20172018 to 25.0%19% in the second quarter of fiscal 2018.2019. The changereduction in amount of gross profit on higher sales is partially due to a mix shift to large customers in both the net effect of increased net sales (customer plus inter-segment net sales), improved gross profit marginprint and digital technology applications. These large projects, with lengthy life cycles, are competitive and initially generate lower margins. The business will work to improve the margins on shipping and handling sales, and decreased employee compensation and benefit expense ($0.1 million). The Company incurred $211,000 in the second quarter of fiscal 2017 related to the closure ofthese projects over its Woonsocket, Rhode Island facility with no comparable expense in fiscal 2018.life cycle.  

 

Selling and administrative expenses of $3,791,000$4,066,000 in the second quarter of fiscal 2019 increased $0.3 million or 7% from the same period of fiscal 2018 increased slightly from fiscal 2017 sellingprimarily as a result of an increase in outside service expense and administrative expenses of $3,744,000. There were only modest increases and offsetting decreases in several cost categories.bad debt expense.

Page 20

 

The Graphics Segment second quarter fiscal 20182019 operating income of $861,000 decreased $1.4 million or 62% from operating income of $2,255,000 increased $1.1 million or 92.1% from operating income of $1,174,000 in the same period of fiscal 2017.2018. The increasedecrease of $1.1$1.4 million was primarily the net result of increased net sales, increased gross profit and increased gross profit margin as a percentage ofshift in customer mix on higher sales and a smallan increase in selling and administrative costs.expenses.

 

Corporate and Eliminations

 

(In thousands)

 

Three Months Ended

  

Three Months Ended

 
 

December 31

  

December 31

 
 2017  

2016

  

2018

  

2017

 

Gross Profit (Loss)

 $2  $(4)

Gross (Loss) Profit

 $(13) $2 

Operating (Loss)

 $(2,983) $(2,117) $(2,680) $(2,983)

 

The gross (loss) profit (loss) relates to the change in the intercompany profit in inventory elimination.

 

Administrative expensesexpenses of $2,985,000$2,667,000 in the second quarter of fiscal 2018 increased $0.92019 decreased $0.3 million or 41.0% from the same period of the prior year. The $0.9 million increasechange is primarily the result of increased employee compensationa reduction in wage and benefit expense ($1.1 million increase) partially offset by a reduction in the cost of outside services expense such as legal expenses ($0.2 million decrease). Most of thean increase in employee compensationlegal and benefit expense is the result of the reduction of incentive-based compensation in the second quarter of fiscal 2017 which was driven by the operating results of the Company. There was no similar reduction in incentive-based compensation in fiscal 2018.professional fees.

 

Consolidated Results

 

The Company reported $417,000$615,000 net interest expense in the second quarter of fiscal 20182019 compared to $417,000 net interest income of $20,000 in the second quarter of fiscal 2017. The change from interest income in fiscal 2017 to interest expense in fiscal 2018 is the result of borrowing against the Company’s line of credit. Commitment fees related to the unused portion of the Company’s line of credit and interest income on invested cash are included in both fiscal years.

The $5,598,000 income tax expense in the second quarter of fiscal 2018. The change in interest expense from fiscal 2018 was most notably impacted by a $4.7 million tax adjustment related to fiscal 2019 is the revaluationresult of higher interest rates on the Company’s line of credit and higher commitment fees on its unused portion of the Company’s deferred tax assets partially offset by a favorable tax impact related to the re-alignmentline of the Company’s tax expense to a lower effective tax rate, both related to the recently enacted “Tax Cut and Jobs Act” (“TCJA”) legislation. credit.

The $832,000$5,104,000 income tax expensebenefit in the second quarter of fiscal 20172019 represents a consolidated effective tax rate of 29.3%. This24.4%, which is slightly higher than the net resultexpected annual rate of an income23% due to the goodwill impairment. The second quarter FY 2018 effective tax rate of 30.8% influenced by certain permanent book-tax differences135.6% and income tax expense of $5,598,000 was caused by a benefit related to uncertain income$4.7 million re-valuation of the Company’s deferred tax positions.assets for the US tax rate change on the enactment date of the Tax Cut and Jobs Act in the quarter.

Page 28

 

The Company reported a net loss of $(1,468,000)$(15,782,000) in the second quarter of fiscal 2018 as2019 compared to net incomeloss of $2,006,000$(1,468,000) in the same period of the prior year. The change between net income in fiscal 2017 to athe net loss in fiscal 2018 to the net loss in the second quarter of fiscal 2019 is mostly driven by the $20.2 million goodwill impairment charge in the second quarter of fiscal 2019 with no comparable charge in the second quarter of fiscal 2018. Also contributing to the quarter-over-quarter change is a $4.7 million charge in the second quarter of fiscal 2018 related to the re-valuation of the Company’s deferred tax assets. Also contributingassets with no comparable charge in fiscal 2019. To a lesser degree, there were other non-GAAP charges in both fiscal years besides the goodwill impairment and the re-valuation of the deferred tax assets impacting the comparable quarter-over-quarter results (refer to the quarter-over-quarternon-GAAP tables above.) When the impact of all non-GAAP charges is removed from both fiscal years, the fiscal 2019 adjusted net income of $875,000 decreased $2.4 million from fiscal 2018 adjusted net income of $3,267,000. The change in adjusted net income are increasedis primarily the net result of decreased net sales, increaseddecreased gross profit, and an improvement of gross profit as a percentage of sales, increaseddecreased selling and administrative expenses, increased interest expense, and restructuring and plant closure costs in fiscal 2017 with no comparable costs in fiscal 2018.a lower tax rate. Diluted loss per share of $(0.06)$(0.61) was reported in the second quarter of fiscal 20182019 as compared to $0.08$(0.06) diluted earningsloss per share in the same period of fiscal 2017.2018. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the second quarter of fiscal 20182019 were 25,858,00026,083,000 shares as compared to 25,803,00025,858,000 shares in the same period last year.

Page 21

 

SIX MONTHS ENDED DECEMBER 31, 20172018 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 20162017

 

Lighting Segment

Lighting Segment   

(In thousands)

 

Six Months Ended

 
  

December 31

 
  

2017

  

2016

 
         

Net Sales

 $137,602  $130,341 

Gross Profit

 $37,932  $32,383 

Operating (Loss) Income

 $(17,655

)

 $6,852 

(In thousands)

 

Six Months Ended

 
  

December 31

 
  

2018

  

2017

 
         

Net Sales

 $125,086  $137,602 

Gross Profit

 $30,217  $37,932 

Operating (Loss)

 $(14,602) $(17,655)

 

Lighting Segment net sales of $137,602,000$125,086,000 in the second half of fiscal 2019 decreased 9% from fiscal 2018 same period net sales of $137,602,000. The 9% drop in sales is attributed to continued softness and competitiveness in the Company’s project and stock and flow markets.

Gross profit of $30,217,000 in the first half of fiscal 2018 increased 5.5% from fiscal 2017 same period net sales of $130,341,000. Comparable fiscal 2018 net sales excluding net sales from Atlas2019 decreased by $17.7$7.7 million or 13.6% from fiscal 2017 second quarter sales. The Lighting Segment’s net sales of light fixtures having solid-state LED technology totaled $110.7 million in the first half of fiscal 2018, representing a $21.4 million or 24.0% increase from fiscal 2017 first half net sales of solid-state LED light fixtures of $89.3 million. Light fixtures having solid-state LED technology represent 88.3% of total lighting product net sales in the first half of fiscal 2018 compared to 75.2% of total lighting product net sales in the first half of fiscal 2017. Total lighting product net sales excludes sales related to installation and shipping and handling. There was a reduction in the Company’s traditional lighting sales (metal halide and fluorescent light sources) from fiscal 2017 to fiscal 2018 as customers continue to convert from traditional lighting to light fixtures having solid-state LED technology.

Gross profit of $37,932,000 in the first half of fiscal 2018 increased $5.5 million or 17.1%20% from the same period of fiscal 2017,2018 and increaseddecreased from 24.6%27.2% to 27.2%23.9% as a percentage of Lighting Segment net sales (customer plus inter-segment net sales). The Company incurred restructuring and plant closure costs that were recorded in cost of sales related to the closure of the Kansas City, Kansas manufacturing facilityits Hawthorne, California and the Beaverton, Oregon facilityNew Windsor, New York facilities of $932,000 and plant closure costs related to an inventory write-down of $400,000 as the Company exited the manufacturing of fluorescent lighting fixtures$1,598,000 in fiscal 2019 with no comparable costs in fiscal 2018. The remaining increasedecrease in amount of gross profit is due to the net effect of improved product mix, netreduced sales from Atlas for which there were no comparable sales in fiscal 2017,volume, competitive pricing pressures, and inflationary pressures of certain commodities, partially offset by manufacturing efficiencies as a result of the Company’s lean initiatives, continued inflationary pressures in certain commodities, competitive pricing pressures, continued softness in the lighting industry, and cost savings related to the closure of the Kansas City and Beaverton facilities.initiatives.

 

Selling and administrative expenses of $27,587,000$44,819,000 in the first half of fiscal 2018 excluding the $28year 2019 decreased $10.8 million goodwill impairment charge, increased $2.1 million or 8.1% from the same period of fiscal 2017 primarily as the net result of acquiring Atlas. Our comparable2018 selling and administrative expenses excluding Atlas decreased 17.5%of $55,587,000, primarily due to the $20.2 million and $28 million goodwill impairment charges in the first half of fiscal 2019 and fiscal 2018 respectively. When the goodwill impairment charges are removed from the same period ofboth fiscal 2017.year results, there was a $2.9 million or 12% reduction in selling and administrative expenses. The more notable year-over-year changes impacting the $2.1 million increasereduction in selling and administrative expenses are increased employee compensation and benefits expense ($1.3 million), increased research and development expense ($0.2 million), decreasedis mostly driven by lower commission expense ($1.6 million), and increased amortization expense ($1.2 million). The Company recorded a $28 million goodwill impairment charge in fiscal 2018 with no comparable expense in fiscal 2017. The Company will perform an impairment analysis in the third quarter of fiscal 2018 in conjunction with its annual impairment test.          which is due to lower sales volume.

 

The Lighting Segment first half fiscal 20182019 operating loss of $(14,602,000) increased $3.1 million from an operating loss of $(17,655,000) represents a $24,507,000 change from operating income of $6,852,000 in the same period of fiscal 20172018 primarily due to a $20.2 million pre-tax goodwill impairment charge in fiscal 2019 compared to a $28 million pre-tax goodwill impairment charge.charge in fiscal 2018. When the goodwill impairment charges and the restructuring charges of $1,623,000 ($1,598,000 in cost of sales and $25,000 in selling and administrative expenses) are removed from both fiscal years, fiscal 2019 adjusted operating income of $7,369,000 was $3.0 million lower than fiscal 2018 adjusted operating income of $10,345,000. The year-over-year change was also the net result of increased netreduction in sales an increase in gross profitvolume and gross profit as a percentage of sales, increasedwas partially offset by lower selling and administrative expenses, and plant closure costs in fiscal 2017 with no comparable expenses in fiscal 2018.expenses.

 

Page 29

Graphics Segment

 

Graphics Segment   

(In thousands)

 

Six Months Ended

  

Six Months Ended

 
 

December 31

  

December 31

 
 

2017

  

2016

  

2018

  

2017

 
                

Net Sales

 $42,169  $39,476  $49,412  $42,169 

Gross Profit

 $11,109  $9,358  $10,709  $11,109 

Operating Income

 $3,731  $2,191  $3,248  $3,731 

 

Graphics Segment net sales of $42,169,000$49,412,000 in the first half of fiscal 20182019 increased $2.7$7.2 million or 6.8%17% from fiscal 20172018 same period net sales of $39,476,000. Sales$42,169,000. Most of the increase in sales is from growth in sales to the RetailPetroleum and QSRQuick Service Restaurant markets increasedincluding digital technology.

Gross profit of $10,709,000 in the first half of fiscal 2018 compared to fiscal 2017 which more than offset a decline in sales to the Petroleum market over the same period.

Gross profit of $11,109,000 in the first half of fiscal 2018 increased $1.82019 decreased $0.4 million or 18.7%4% from the same period of fiscal 2017.2018. Gross profit as a percentage of segment net sales (customer plus inter-segment net sales) increaseddecreased from 23.2%25.7% in the second quarter of fiscal 2018 to 21.6% in the first half of fiscal 2017 to 25.7%2019. The reduction in the first half of fiscal 2018. The change in amount of gross profit on higher sales is partially due to a mix shift to large customers in both the net effect of increased net sales (customer plus inter-segment net sales), an improvement inprint and digital technology applications. These large projects, with lengthy life cycles, are competitive and initially generate lower margins. The business will work to improve the gross profit margin of installation and shipping and handling sales, and decreased employee compensation and benefit expense ($0.5 million). The Company incurred $211,000 in the first half of fiscal 2017 related to the closure ofmargins on these projects over its Woonsocket, Rhode Island facility with no comparable expense in fiscal 2018.life cycle.  

 

Selling and administrative expenses of $7,378,000$7,461,000 in the first half of fiscal 20182019 increased 2.9%$0.1 million or $0.2 million1% from the same period of fiscal 2017 selling2018. A reduction in wage and administrative expenses of $7,167,000. There were only modest increasesbenefit was offset by an increase in bad debt expense and offsetting decreases in several cost categories.outside service expense.

Page 22

 

The Graphics Segment first half fiscal 20182019 operating income of $3,248,000 decreased $0.5 million or 13% from operating income of $3,731,000 increased $1.5 million or 70.3% from operating income of $2,191,000 in the same period of fiscal 2017.2018. The increasedecrease of $1.5$0.5 million was primarily the net result of increased net sales, increased gross profit and increased gross profit margin as a percentage ofshift in customer mix on higher sales and a smallmodest increase in selling and administrative costs.expenses.

 

Corporate and Eliminations

Corporate and Eliminations   

(In thousands)

 

Six Months Ended

 
  

December 31

 
  

2017

  

2016

 
         

Gross Profit (Loss)

 $(31

)

 $501 

Operating (Loss)

 $(6,343

)

 $(5,159

)

(In thousands)

 

Six Months Ended

 
  

December 31

 
  

2018

  

2017

 

Gross (Loss)

 $(9) $(31)

Operating (Loss)

 $(5,983) $(6,343)

 

The gross profit (loss) relates to the change in the intercompany profit in inventory elimination.

 

Administrative expensesexpenses of $6,312,000$5,974,000 in the first half of fiscal 2018 increased $0.72019 decreased $0.3 million or 11.5% from the same period of the prior year. The $0.7 million increasechange is primarily the result of increased employee compensationa reduction in wage and benefit expense ($0.5 million increase) andpartially offset by a netan increase in other cost categories. Most of the increase in employee compensationlegal and benefit expense is the result of the reduction of incentive-based compensation in the second quarter of fiscal 2017 which is driven by the operating results of the Company. There was no similar reduction in incentive-based compensation in fiscal 2018. Also contributing to the net change in administrative expenses are restructuring costs of $0.1 million recorded in fiscal 2017 related to the consolidation of its Beaverton, Oregon facility into other LSI facilities, with no comparable costs in fiscal 2018.professional fees.

 

Consolidated Results

The Company reported $820,000$1,133,000 net interest expense in the first half of fiscal 20182019 compared to $820,000 net interest income of $34,000expense in the first half of fiscal 2017.2019. The change from interest income in fiscal 2017 to interest expense infrom fiscal 2018 to fiscal 2019 is the result of borrowing against the Company’s line of credit. Commitment fees related to the unused portion ofhigher interest rates on the Company’s line of credit and interest incomehigher commitment fees on invested cash are included in both fiscal years.its unused portion of the line of credit.

Page 30

 

The $3,990,000$4,437,000 income tax benefit in the first half of fiscal 2018 represents a consolidated overall tax rate of 135.6%. This is a result of an effective tax rate of 58.2% influenced most notably by the first quarter goodwill impairment, and by a $4.7 million tax adjustment related to the revaluation of the Company’s deferred tax assets partially offset by a favorable tax impact related to the re-alignment of the Company’s tax expense to a lower effective tax rate, both related to the recently enacted TCJA legislation. The $1,083,000 income tax expense in the first half of fiscal 20172019 represents a consolidated effective tax rate of 18.9%. This24.0%, which is slightly higher than the net resultexpected annual rate of an income23% due to the goodwill impairment. The first half  FY 2018 effective tax rate of 28.9%18.9% and income tax benefit of $3,990,000 was most notably influenced by certain permanent book-tax differences,the first quarter goodwill impairment partially offset by a benefit related to uncertain income tax positions, and by a favorable adjustment to a$4.7 million re-valuation of the Company’s deferred tax asset.assets for the US tax rate change on the enactment date of the Tax Cut and Jobs Act.

 

The Company reported a net loss of $(17,097,000)$(14,033,000) in the first half of fiscal 2018 as2019 compared to net incomeloss of $2,835,000$(17,097,000) in the same period of the prior year. The change between net income in fiscal 2017 to afrom the net loss in fiscal 2018 to the net loss in the second half of fiscal 2019 is mostly driven by the $20.2 million and the $28 million goodwill impairment charges in the first of fiscal 2019 and fiscal 2018, respectively. Also contributing to the year-over-year change is a $4.7 million charge in the first half of fiscal 2018 related to the re-valuation of the Company’s deferred tax assets with no comparable charge in fiscal 2019. To a lesser degree, there were other non-GAAP charges in both fiscal years besides the goodwill impairment and by the first quarter goodwill impairment. Also contributingre-valuation of the deferred tax assets impacting the comparable year-over-year results. (Refer to the quarter-over-quarternon-GAAP tables above.) When the impact of all non-GAAP charges is removed from both fiscal years, the fiscal 2019 adjusted net income of $3,078,000 decreased $1.9 million from fiscal 2018 adjusted net income of $5,001,000. The change in adjusted net income are increasedis primarily the net result of decreased net sales, increaseddecreased gross profit, and an improvement of gross profit as a percentage of sales, increaseddecreased selling and administrative expenses, increased interest expense, and restructuring and plant closure costs in fiscal 2017 with no comparable costs in fiscal 2018.a larger tax benefit. Diluted loss per share of $(0.66)$(0.54) was reported in the first half of fiscal 20182019 as compared to $0.11$(0.66) diluted earningsloss per share in the same period of fiscal 2017.2018. The weighted average common shares outstanding for purposes of computing diluted earnings per share in the first half of fiscal 20182019 were 25,824,00026,058,000 shares as compared to 25,859,00025,824,000 shares in the same period last year.

 

Liquidity and Capital Resources 

 

The Company considers its level of cash on hand, borrowing capacity, current ratio and working capital levels to be its most important measures of short-term liquidity. For long-term liquidity indicators, the Company believes its ratio of long-term debt to equity and its historical levels of net cash flows from operating activities to be the most important measures.

 

At December 31, 2017,2018, the Company had working capital of $72.8$74.8 million, compared to $61.7$67.9 million at June 30, 2017.2018.  The ratio of current assets to current liabilities was 2.712.49 to 1 as compared to a ratio of 2.362.61 to 1 at June 30, 2017.2018.  The $11.1$6.9 million increase in working capital from June 30, 20172018 to December 31, 20172018 was primarily driven by an increase inrelated to the net effect of increased cash and cash equivalents ($6.4 million), increased net accounts receivable ($10.95.8 million). The other offsetting changes to working capital are as follow: decreased, increased net inventoriesinventory ($1.33.1 million); a reduction in the asset held for sale ($1.5 million); a decrease in accounts payable ($2.6 million); and, an increase in accrued expenses ($0.40.7 million), a decrease in refundable income taxes ($0.8 million), and an increase in accounts payable ($8.8 million). Of the $5.8 million increase in accounts receivable, $5.3 million is attributed to the adoption of the new revenue guidance. The Company has a strategy of aggressively managingproactively manages its working capital, including reduction of the accounts receivable days sales outstanding (“DSO”)(DSO) and reduction of inventory levels, without reducing service to its customers.

 

Page 23

The Company used $0.8generated $7.6 million of cash from operating activities in the first half of fiscal 20182019 as compared to a sourceuse of cash of $4.6 million$43,000 in the same period of the prior year. This $5.4$7.7 million decreaseincrease in net cash flows from operating activities is primarily the net result of a largeran increase in accounts receivable (unfavorable change of $8.2 million),rather than a larger decrease in accounts payable (unfavorable(favorable change of $2.4 million), a decrease rather than an increase in customer prepayments (unfavorable change of $0.4$11.3 million), a smaller increase in net accounts receivable (favorable change of $9.8 million), an increase rather than a decrease in net inventory (unfavorable change of $0.7$9.6 million), a smallergreater decrease in accrued expenses and other (favorable(unfavorable change of $1.9 million), a decrease in refundable income taxes (favorable change of $0.8$1.2 million), and a change from net incomean improvement in fiscal 2017 to a net loss infrom fiscal 2018 to fiscal 2019 more than offset by an increaseseveral non-cash add-backs to the net loss in non-cash items (favorableboth fiscal years (unfavorable change of $3.7$3.3 million).

 

Net accounts receivable were $59.7$56.4 million and $48.9$50.6 million at December 31, 20172018 and June 30, 2017,2018, respectively. DSO increased to 56was 53 days at December 31, 2017 from 52 days at2018 and June 30, 2017.2018. The Company believes that its receivables are ultimately collectible or recoverable, net of certain reserves, and that aggregate allowances for doubtful accounts are adequate.

 

Net inventories of $48.7$54.1 million at December 31, 2017 decreased $1.42018 increased $3.1 million from $50.0$51.0 million at June 30, 2017.2018. The decreaseincrease of $1.4$3.1 million is the result of a decreasean increase in gross inventory of $1.0$3.8 million and an increase in obsolescence reserves of $0.4$0.7 million. Based on a strategy of balancing inventory reductions with customer service and the timing of shipments, net inventory increases occurredincreased 4.8 million in the first half of fiscal 20182019 in the Graphics Segment of approximately $0.9 million which was more thanpartially offset by a decrease in net inventory in the Lighting Segment of $2.2$1.7 million.

 

Cash generated from operations and borrowing capacity under the Company’s line of credit is the Company’s primary source of liquidity. The Company has a secured $100 million revolving line of credit with its bank, with $56.8$48.4 million of the credit line available as of January 25, 2018.28, 2019. This line of credit is a $100 million five yearfive-year credit line expiring in the third quarter of fiscal 2022. The Company believes that its $100 million line of credit plus cash flows from operating activities are adequate for the Company’s fiscal 20182019 operational and capital expenditure needs. The Company is in compliance with all of its loan covenants.

 

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The Company generatedused cash of $0.3$1.6 million related to investing activities in the first half of fiscal 20182019 as compared to a usesource of $2.7$0.3 million in the same period fromof the prior year, resulting in a favorablean unfavorable change of $3.1$1.9 million. Capital expenditures for the first half of fiscal 2018 decreased $1.62019 increased $0.4 million to $1.2$1.6 million from the same period in fiscal 2017.2018. The Company sold its Woonsocket manufacturing facility for $1.5 million in the first half of fiscal 2018 which contributed to the change in cash flow from investing activities from fiscal 20172018 to fiscal 2018.2019.

 

The Company generated $0.6had a $0.3 million source of cash related to financing activities in the first half of fiscal 20182019 compared to a use of cash of $2.7$0.2 million in the first half of fiscal 2017.2018. The $3.3$0.5 million favorable change in cash flow was primarily the net result of borrowings in excess of payments of long term debt of $2.5 million, and a decrease in the purchase of treasury shares coupled with an increase in the distribution of treasury shares (favorable change of $0.7 million).long-term debt.

 

The Company has, or could have, on its balance sheet financial instruments consisting primarily of cash and cash equivalents, short-term investments, revolving lines of credit, and long-term debt. The fair value of these financial instruments approximates carrying value because of their short-term maturity and/or variable, market-driven interest rates.

 

Off-Balance Sheet Arrangements

 

The Company has no financial instruments with off-balance sheet risk and has no off-balance sheet arrangements, except for various operating leases. However, none of these operating leases, individually or in the aggregate have or are reasonably likely to have a current effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material.

 

Cash Dividends

 

In January 2018,2019, the Board of Directors declared a regular quarterly cash dividend of $0.05 per share payable February 13, 201812, 2019 to shareholders of record as of February 5, 2018.4, 2019. The indicated annual cash dividend rate for fiscal 20182019 is $0.20 per share. The Board of Directors has adopted a policy regarding dividends which indicates that dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements, financial condition, debt levels, stock repurchases, future business developments and opportunities, and other factors deemed relevant.

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Critical Accounting Policies and Estimates

 

The Company is required to make estimates and judgments inA summary of the preparation of its financial statements that affect the reported amounts of assets, liabilities, revenues and expenses, and related footnote disclosures.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  The Company continually reviews these estimates and their underlying assumptions to ensure they remain appropriate.  The Company believes the items discussed below are among its mostCompany’s significant accounting policies because they utilize estimates about the effect of matters that are inherently uncertain and therefore are based on management’s judgment.  Significant changesis included in the estimates or assumptions related to any of the following critical accounting policies could possibly have a material impact on the financial statements.

Revenue Recognition

Revenue is recognized when title to goods and risk of loss have passedNote 1 to the customer, there is persuasive evidence of a purchase arrangement, delivery has occurred or services have been rendered, and collectability is reasonably assured. Sales are recorded net of estimated returns, rebates and discounts.  Amounts received from customers prior to the recognition of revenue are accounted for as customer pre-payments and are included in accrued expenses.

The Company has multiple sources of revenue:  revenue from product sales; revenue from installation of products; service revenue generated from providing integrated design, project and construction management, site engineering and site permitting, and commissioning of lighting controls; revenue from the management of media content and digital hardware related to active digital signage; and revenue from shipping and handling.

Product revenue is recognized on product-only orders upon passing of title and risk of loss, generally at time of shipment. In certain arrangements with customers, as is the case with the sale of some of our solid-state LED video screens, revenue is recognized upon customer acceptance of the video screen at the job site. Product revenue related to orders where the customer requires the Company to install the product is recognized when the product is installed.  The company provides product warranties and certain post-shipment service, support and maintenance of certain solid-state LED video screens and billboards.

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Installation revenue is recognized when the products have been fully installed.  The Company is not always responsible for installation of products it sells and has no post-installation responsibilities, other than normal warranties.

Service revenue from integrated design, project and construction management, and site permitting is recognized when all products at a customer site have been installed.

Revenue from the management of media content and digital hardware related to active digital signage is recognized evenly over the service period with the customer. Media content service periods with most customers range from 1 month to 1 year.

Shipping and handling revenue coincides with the recognition of revenue from the sale of the product.

In situations where the Company is responsible for re-imaging programs with multiple sites, each site is viewed as a separate unit of accounting and has stand-alone value to the customer. Revenue is recognized upon the Company’s complete performance at the location, which may include a site survey, graphics products, lighting products, and installation of products. The selling price assigned to each site is based upon an agreed upon price between the Company and its customer and reflects the estimated selling price for that site relative to the selling price for sites with similar image requirements.

The Company also evaluates the appropriateness of revenue recognition in accordance with the accounting standard on software revenue recognition. Our solid-state LED video screens, billboards and active digital signage contain software elements which the Company has determined are incidental.

Income Taxes

The Company accounts for income taxes in accordance with the accounting guidance for income taxes. Accordingly, deferred income taxes are provided on items that are reported as either income or expense in different time periods foraudited consolidated financial reporting purposes than they are for income tax purposes.  Deferred income tax assets and liabilities are reported on the Company’s balance sheet.  Significant management judgment is required in developing the Company’s income tax provision, including the estimation of taxable income and the effective income tax rates in the multiple taxing jurisdictions in which the Company operates, the estimation of the liability for uncertain income tax positions, the determination of deferred tax assets and liabilities, and any valuation allowances that might be required against deferred tax assets. The Company has adopted ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” As a result of early adoption of this accounting guidance, prior periods have been re-classified, which only affected the financial statement presentation and not the measurement of deferred tax liabilities and assets.

The Company operates in multiple taxing jurisdictions and is subject to audit in these jurisdictions.  The Internal Revenue Service and other tax authorities routinely review the Company’s tax returns.  These audits can involve complex issues which may require an extended period of time to resolve.  In management’s opinion, adequate provision has been made for potential adjustments arising from these audits.

The Company is recording estimated interest and penalties related to potential underpayment of income taxes as a component of tax expense in the Condensed Consolidated Statements of Operations.  The reserve for uncertain tax positions is not expected to change significantly in the next twelve months.

The Tax Cuts and Jobs Act was signed into law on December 22nd, 2017 and makes numerous changes to the Internal Revenue Code. Among other changes, the Act reduces the US corporate income tax rate to 21% effective January 1, 2018. Because the Act became effective mid-way through the Company’s tax year, the Company will have a US statutory income tax rate of 27.7% for the fiscal 2018, and will have a 21% US statutory income tax rate for fiscal years thereafter. During the quarter ended December 31, 2017, the Company re-valued the deferred tax balances because of the change in US tax rate resulting in a one-time deferred tax expense of $4,676,578.

Asset Impairment

Carrying values of goodwill and other intangible assets with indefinite lives are reviewed at least annually for possible impairment in accordance with the accounting guidance on goodwill and intangible assets. The Company may first assess qualitative factors in order to determine if goodwill is impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill is not impaired, no further testing is required. If it is determined that it is more likely than not that goodwill is impaired, or if the Company elects not to first assess qualitative factors, the Company’s impairment testing continues at the reporting unit level with the estimation of the fair value of goodwill and indefinite-lived intangible assets using a combination of a market approach and an income (discounted cash flow) approach. The estimation of the fair value of goodwill and indefinite-lived intangible assets requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate.  The estimates of fair value of reporting units are based on the best information available as of the date of the assessment.  The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge.  Company management uses its judgment in assessing whether assets may have become impaired between annual impairment tests.  Indicators such as adverse business conditions, a sustained drop in the Company’s stock price, economic factors and technological change or competitive activities may signal that an asset has become impaired.  

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      Carrying values for long-lived tangible assets and definite-lived intangible assets, excluding goodwill and indefinite-lived intangible assets, are reviewed for possible impairment as circumstances warrant. Impairment reviews are conducted at the judgment of Company management when it believes that a change in circumstances in the business or external factors warrants a review.  Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the forecast for a product, changes in technology or in the way an asset is being used, a history of negative operating cash flow, or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review.  The Company’s initial impairment review to determine if a potential impairment charge is required is based on an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist.  The analysis requires judgment with respect to changes in technology, the continued success of product lines and future volume, revenue and expense growth rates, and discount rates.

Credit and Collections

The Company maintains allowances for doubtful accounts receivable for probable estimated losses resulting from either customer disputes or the inability of its customers to make required payments.  If the financial conditionstatements of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against income.  The Company determines its allowance for doubtful accounts by first considering all known collectability problems of customers’ accounts, and then applying certain percentages against the various aging categories basedfiscal 2018 Annual Report on the due date of the remaining receivables.  The resulting allowance for doubtful accounts receivable is an estimate based upon the Company’s knowledge of its business and customer base, and historical trends.  The amount ultimately not collected may differ from the reserve established, particularly in the case where percentages are applied against aging categories.  In all cases, it is management’s goal to carry a reserve against the Company’s accounts receivable which is adequate based upon the information available at that time so that net accounts receivable is properly stated. The Company also establishes allowances, at the time revenue is recognized, for returns and allowances, discounts, pricing and other possible customer deductions.  These allowances are based upon contractual terms and historical trends.Form 10-K.

Warranty Reserves

The Company offers a limited warranty that its products are free from defects in workmanship and materials.  The specific terms and conditions vary somewhat by product line, but generally cover defective products returned within one to five years, with some exceptions where the terms extend to ten years, from the date of shipment.  The Company records warranty liabilities to cover the estimated future costs for repair or replacement of defective returned products as well as products that need to be repaired or replaced in the field after installation.  The Company calculates its liability for warranty claims by applying estimates based upon historical claims as a percentage of sales to cover unknown claims, as well as estimating the total amount to be incurred for known warranty issues.  The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Inventory Reserves

The Company maintains an inventory reserve for probable obsolete and excess inventory. The Company first determines its obsolete inventory reserve by considering specific known obsolete items, and then by applying certain percentages to specific inventory categories based upon inventory turns. The Company uses various tools, in addition to inventory turns, to identify which inventory items have the potential to become obsolete. A combination of financial modeling and qualitative input factors are used to establish excess and obsolete inventory reserves and management adjusts these reserves as more information becomes available about the ultimate disposition of the inventory item.  Management values inventory at lower of cost or market.

The Company is required to make estimates and judgments in the preparation of its financial statements that affect the reported amounts of assets, liabilities, revenues and expenses, and related footnote disclosures.  The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  The Company continually reviews these estimates and their underlying assumptions to ensure they remain appropriate.  The Company believes the items discussed below are among its most significant accounting policies because they utilize estimates about the effect of matters that are inherently uncertain and therefore are based on management’s judgment.  Significant changes in the estimates or assumptions related to any of the following critical accounting policies could possibly have a material impact on the financial statements.

Page 34

 

New Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers.” This amended guidance supersedes and replaces all existing U.S. GAAP revenue recognition guidance. The guidance established a new revenue recognition model, changes the basis for deciding when revenue is recognized, provides new and more detailed guidance on specific revenue topics, and expands and improves disclosures about revenue. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients.” In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” These three standards clarify or improve guidance from ASU 2014-09 and are effective for fiscal and interim periods within those years, beginning after December 15, 2017, or the Company’s fiscal 2019. The Company will adopt these standards no later than July 1, 2018, using the modified retrospective transition method. The Company is reviewing accounting policies and evaluating disclosures in the financial statements related to the new standard. The Company is also assessing potential changes to the business processes, internal controls, and information systems related to the adoption of the new standard. While the Company is currently assessing the impact of the new standard, the Company’s revenue is primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks, and rewards transfer. The recognition of revenue from most product sales is largely unaffected by the new standard. However, with respect to certain product sales requiring installation, revenue is currently not recognized until the installation is complete. While the Company does not expect this new guidance to have a material impact on the amount of overall sales recognized, the timing of recognition of revenues from sales on certain projects may be affected. Our initial conclusions may change as we finalize our assessment and select a transition method during the next six months.

In July 2015, the Financial Accounting Standards Board issued ASU 2015-11, “Simplifying the Measurement of Inventory.” The amended guidance requires an entity to measure in scope inventory at lower of cost and net realizable value. The amended guidance is effective for fiscal years beginning after December 15, 2016, or the Company’s fiscal 2018. We adopted the new accounting standard in the first quarter of fiscal 2018 and there was no material impact on the Company’s consolidated financial statements.

 

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases.“Leases.” The amended guidance requires an entity to recognize assets and liabilities that arise from leases. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2018, or the Company’s fiscal 2020, with early adoption permitted. The Company has not yet determinedan implementation team tasked with reviewing our lease obligations and determining the impact of the amended guidancenew standard to its financial statements. The implementation team has completed a qualitative assessment of the Company’s active leases and is compiling related data in a central repository. The Company will havecontinue to evaluate the new standard’s impact on its financial statements. 

In March 2016, the Financial Accounting Standards Board issued ASU 2016-08, “Principal versus Agent Considerations.” The amendment is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2017, or the Company’s fiscal 2019, with early adoption permitted in fiscal years beginning after December 15, 2016. The Company has determined the amended guidance will have an immaterial impact on its financial statements.

In March 2016, the Financial Accounting Standards Board issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This amended guidance simplifies several aspects of the accounting for share-based payment award transactions. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2016, or the Company’s fiscal 2018. We adopted this standard on July 1, 2017 and recognized excess tax benefits of $81,010 in income tax expense during the three months ended September 30, 2017. The amount may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates. Prior to July 1, 2017, excess tax benefits were recognized in additional paid-in capital. Additionally, excess tax benefits are now included in net cash flows provided by operating activities rather than net cash flows provided by financing activities in the Company’s Consolidated Statement of Cash Flows. The treatment of forfeitures has not changed, as the Company is electing to continue the current process of estimating forfeiture at the time of grant. The Company had no unrecognized excess tax benefits from prior periods to record upon the adoption of this ASU. 

Page 35

In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This amendment provides additional guidance on the measurement of expected credit losses for financial assets based on historical experience, current conditions, and supportable forecasts. The amended guidance is effective for financial statements issued for fiscal and interim periods within those years, beginning after December 15, 2019, or the Company’s fiscal 2021. The Company is evaluating the impact of the amended guidance and the anticipated impact to the financial statements is not material.

In August 2016, the Financial Accounting Standards Board issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” which provides cash flow classification guidance for certain cash receipts and cash payments. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, or the Company’s fiscal 2019. The Company is evaluating the impact the amended guidance will have on its financial statements.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in the Company’s exposure to market risk since June 30, 2017.2018.  Additional information can be found in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, which appears on page 13 of the Annual Report on Form 10-K for the fiscal year ended June 30, 2017.2018.

 

 

 ITEM 4.  CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures (as such term is defined Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

We conducted, under the supervision of our management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017,2018, our disclosure controls and procedures were effective. Management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly presented in all material respects in accordance with GAAP for interim financial statements, and the Company’s Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the condensed consolidated financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for each of the periods presented in this report.

 

The Company acquired Atlas Lighting Products, Inc. (“Atlas”) on February 21, 2017. Management excluded Atlas from its evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2017. Atlas represented 31% of the Company’s total consolidated assets as of December 31, 2017, and 14% of the Company’s total consolidated sales for the fiscal year ended December 31, 2017.

 

Changes in Internal Control

 

During the first six months ended December 31, 2018, the Company enacted additional controls related to the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” There have been no changes in the Company’sCompany’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2017,2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.reporting, except as otherwise described in this Item 4.

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PART II.  OTHER INFORMATION

ITEM 1A.  RISK FACTORS

The following risk factor is added to the risk factors included in Item 1A of Part I of the Company’s Annual Report on Form 10-K:

Our stock price has experienced a significant decline, which could further adversely affect our ability to raise additional capital.

The market price of our common stock has experienced a significant decline from which it has not fully recovered. During the last twelve months, the sales price of our common stock, as reported on the Nasdaq Global Select Market, declined from a high of $8.69 in February 2018 to a low of $3.17 on January 30, 2019. Most recently, on February 1, 2019, the market price of our common stock, as reported on the Nasdaq Global Select Market, closed at a price of $3.20 per share. Our progress in developing and commercializing our products, our quarterly operating results, announcements of new products by us or our competitors, our perceived prospects, changes in general conditions in the economy or the financial markets, adverse events related to our strategic relationships, and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially. In addition, in recent years, including in the first half of fiscal 2019, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to their operating performance. These market fluctuations, regardless of the cause, may materially and adversely affect our stock price, regardless of our operating results.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(c)

NONE

The Company does not purchase into treasury its own common shares for general purposes.  However, the Company does purchase its own common shares, through a Rabbi Trust, in connection with investments of employee/participants of the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.  Purchases of Company common shares for this Plan in the second quarter of fiscal 2018 were as follows:

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ISSUER PURCHASES OF EQUITY SECURITIES

Period

(a) Total

Number of

Shares

Purchased

(b) Average

Price Paid

per Share

(c) Total Number of

Shares Purchased as Part of

Publicly Announced Plans

or Programs

(d) Maximum Number (or

Approximate Dollar Value) of

Shares that May Yet Be

Purchased Under the Plans or

Programs

10/1/17 to 10/31/17

--

--

--

(1)

11/1/17 to 11/30/17

--

--

--

(1)

12/1/17 to 12/31/17

--

--

--

(1)

Total

--

--

--

(1)

(1)

In the first half of fiscal 2018, all 575,000 shares authorized for the Company’s Non-Qualified Deferred Compensation Plan have been extinguished by purchase in the open market. Newly issued shares from the Company’s 2012 Stock Incentive Plan will replace shares purchased in the open market to fulfill the obligation the plan has to its participants. 

 

ITEM 6.  EXHIBITS

 

Exhibits:

 

10.1LSI Industries Inc. Employment Offer Letter with Michael C. Beck dated January 11, 2019 (incorporated by reference from the registrant’s Current Report on Form 8-K filed on January 16, 2019)

31.1

Certification of Principal Executive Officer required by Rule 13a-14(a)

 

31.2

Certification of Principal Financial Officer required by Rule 13a-14(a)

 

32.1

Section 1350 Certification of Principal Executive Officer

 

32.2

Section 1350 Certification of Principal Financial Officer

 

101.INS XBRL Instance Document

 

101.SCH XBRL Taxonomy Extension Schema Document

 

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

   

Page 37

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

LSI Industries Inc.

 

 

 

 

 

    

 

By:

/s/ Dennis W. Wells James A. Clark

 

 

 

Dennis W. WellsJames A. Clark

 

 

 

Chief Executive Officer and President

 

 

 

(Principal Executive Officer)

 

 

 

 

 

    

 

By:

/s/ James E. Galeese

 

 

 

James E. Galeese

 

 

 

Executive President and Chief Financial Officer

 

 

 

(PrincipalPrincipal Financial Officer)

 

February 7, 20186, 2019

 

 

 

 

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